Valkyrie
by The Sterling Raven
Summary: When the Avengers are brought in to help SHIELD, they learn of their new super soldier. All is not as it appears with this young woman. Can she be saved from her dark pass or will it consume her? Cap/OC
1. Chapter 1

**Hey everyone. First off, I'd like to say that this is my first story on fanfiction, although I've been a long time reader. **

**Disclaimer, I do not own anything except Valkyrie, any other ocs that may appear, and Bob...no Hydra owns Bob...**

It was supposed to be a simple recon mission. At least that was what Fury had told her. Just something easy for her first mission. All she had to do was sneak into A.I.M., hack a computer, and download files on whatever they were attempting to build for Hydra. Easy as pie, right?

Then how come within the first twenty minutes of the mission did she get caught? By A.I.M. geeks of all people! She was almost considering calling S.H.I.E.L.D. in for back up. Almost, mind you. She had only been caught for five minutes and was still in one piece. Was she the type of girl to call for help when the only thing that hurting was her pride?

No. Besides, she was to proud to stoop that low. No, she wouldn't call in, she'd try to escape first. And if that didn't work then she'd just wait and see who they sent to come and rescue her. What a joy _that_ would be.

All was quiet in the Avengers Mansion. It had been about a month since the incident with Kang the Conqueror, and the super villains escapees had seemed to be lying low lately.

Not one of the Avengers could have foreseen what that seemingly dull night would bring, or, for that matter, who.

**Thanks for reading, reviews of any kind would be welcome. Warn me if Valkyrie seems to be heading down the Mary Sue road.**


	2. Chapter 2

It was 11:45 p.m., eastern standard time, when the call from S.H.I.E.L.D. came in, requesting a meeting with the Avengers on SHIELD's Helicarrier.

"I wonder what this is about?" said Wasp.

"Nothing good I can tell you that," replied Iron Man, "The last time they called us was the Gamma World incident. So, obviously this won't be any better."

"Whatever it is it must be important or S.H.I.E.L.D. wouldn't have called us." Captain America stated.

When they arrived, they were escorted to a briefing room, where Nick Fury was waiting for them.

"What is this, Fury? Why did you drag us out here in the middle of the night?" asked Hawkeye impatiently.

"It's a matter of national security, not to mention a forty-five million dollar government founded S.H.I.E.L.D. program, Barton," Fury said.

"What kind of program?" asked Ant Man.

"As you know, S.H.I.E.L.D. has been trying to recreate the Super-Soldier Serum for the past decade. You know of Franklin Hall's experiments, but he wasn't the only scientist we had working on it. We had a team of scientist five years ago create a similar drug. The only difference was that it only worked successfully on people with a certain genes. It took us awhile to find someone with these genes a group of willing to participants in the final experiment of the product. When we finally did find that group, they where more than willing to serve their country," Fury said.

"Then why aren't there any of these super soldiers tracking down any of the super villains?" asked Wasp.

"A good question, Ms. Van Dyne. There were a few complications in the experiment that proved to be disastrous. Out of the twenty participants only one survived," stated Fury.

"How come no one heard of this? Wouldn't any of their families report this to the press? Did they know at all?" asked Ant Man.

"Most of the participants were either in S.H.I.E.L.D. or with the military, that's how we knew about their DNA." replied Fury, "So when the experiment failed we told their families that there had been a malfunction at one of the S.H.I.E.L.D.-military joint bases."

"So you lied to their families?"said Ant Man, "That's terrible. If they lost someone they loved, don't they disserve to know the truth?"

"If we released classified information about a new Super-Soldier program, there would have been the chance that the government would have tried to pass a law against it," said Fury, "Seeing how S.H.I.E.L.D. has friends in high places on Capitol Hill, that information didn't need to be released to the public."

"This one who survived, surely he is a warrior that is a force to be reckoned with," said Thor, "When shall meet him?"

"Yeah! It would be cool to might another Super-Soldier! Mabye he could join us," Wasp said. She looked over at Cap and quickly added, "But if not, we still have the original Super Soldier. Anyone afterwards is just a copy."

"It's alright Wasp, I'm not offended by you wanting to meet another Super-Soldier. Personally, I would like to meet him too," said Cap.

"That's the reason why I've called who here today," said Fury, "But you're in for a surprise. You see 'he' is a she." On a screen popped up an picture of a young woman with long black hair pulled into a pony tail with her bangs in her eyes; she wore a tight blue pants that hugged her hips, a red shirt that was cut to show her midriff with a white star on it, black army boots, finger gloves, a brown utility belt, and a brown jacket that appeared to be leather. There was a brief description about her, too. It read:

**Valkyrie**

**Age: 26**

**Height: 5'-8"**

**Weight: 140lbs**

**Eyes: Grey**

**Hair: Black**

"This is Maxine O'Sullivan , code name Valkyrie. Our Super-Soldier." said Fury, "Her jacket was made Vibranium infused leather, not as durable as Cap's shield, it can withstand large caliber bullets and its fireproof. She is skilled in five different types of martial arts, normally armed to the teeth, many of which are hidden in her jacket, and skilled with all of those weapons. Relying mainly on intuition and street smarts she is very resourceful. She's trigger-happy, immature, sarcastic, and she has some minor problems with authority; but, despite all that, she is a good, trust-worthy, person."

"If she's a Super-Soldier then why isn't she, you know, bulky?" said Wasp.

"The serum effected her differently than the one used on Captain America. Despite her lack of muscle density she is at top human female condition." said Fury, "This worked to our advantage. You see, S.H.I.E.L.D. needed an agent who'd be able to sneak passed suspicion from groups like A.I.M. or Hydra, while spying on them. Being both a women and how the serum affected her, made Valkyrie the perfect candidate."

"How classified is this? This is the first I've heard of it, and I started to work here longer than five years ago." said Hawkeye.

"It was more classified than S.H.I.E.L.D.'s special ops team, so incase their was a breach in S.H.I.E.L.D. security then information on Valkyrie wouldn't have been leaked to Hydra," said Fury, "This was difficult, requiring S.H.I.E.L.D. to build a top secret base, in the outskirts of Nome, Alaska. Its cover story was that it was studying the effect of gamma radiation in colder regions."

"Do we get to meet Valkyrie?" asked Iron Man.

"Not yet. The real reason why I've brought you here, is because Valkyrie's first mission has been more difficult than we have expected," said Fury, "The plan was that she'd break into one of A.I.M.'s bases in the middle of the Grand Canyon, to discover what they where building for Hydra, download said information and leave. A simple recon mission. We expect that she was captured a few hours ago. We need you to go in and rescue her."

"She doesn't sound that tough if she couldn't take down A.I.M. geeks." said the Hulk.

"Why should we clean up your mess, Fury?" asked Hawkeye.

"We expect that there may also be some Hydra agents there," Fury paused, "including the Black Widow."

"Then what are we waiting for?" asked Hawkeye, with a sudden change of heart.


	3. Chapter 3

**Author's note: this is a violent chapter...I don't exactly know if this is T material or M, but its not on the gory side, so I'll keep it at the same rateing. Correct me if I'm wrong though, that would be appreciated.**

***_thinking*_**

**Disclaimer: Do you _seriously _think I own AHEM? If you do, well then that's the reason stupidity should hurt...**

Three hours.

A hundred and eighty minutes.

Ten thousand and eight hundred seconds.

No matter what you decide to call it, it's all the same. The lenght of time Valkyrie had been in that tiny cell. The amount of time it took her to think of a way out of there. And why? For some stupid rooky mistake. SHIELD had probably sent someone to come and rescue her by now.

This was only her first SHIELD mission alone, and she had already forgotten some of the basics. This ment that when she got out, if she got out, afterwards Fury would send another agent with her. She could do this by herself, and if she couldn't, well no way was her pride going to let her ask for a babysitter.

Sneaking down the hall, she thought back to her escape from the cell and decided that it really shouldn't have taken her that long to think of a way out. Half an hour would have been considered slow, three hours was a joke. Then again, she didn't know the guards changed every hour, or that one of the guards had a smaller attention span then an eight-year-old hyped up on sugar and caffeine, or how easy the door was to open.

Hearing voices coming down the corridor, Valkyrie quickly hide in an air duct. Reaching into her jacket pocket, Valkyrie smirked, _For a group that calls themselves Advanced Idea Mechanics, they sure are stupid. Taking my belt, leaving my jacket, now that's just idiotic. Personally, I would've took both. _She pulled out a copy of the buildings blueprints. After attempting to learn how to use some of the GPSs that SHIELD had, and in the process shooting all of them, she was finally allowed just to use regular maps and blueprints as she preferred.

Noting the turns she would have to take, she put the blueprints back. She started to crawl toward the control room. _Or whatever these geeks call it. _

After a few minutes of crawling, Valkyrie stopped in front of a vent, which was above the control room. From there she could see and hear the room. She saw the infamous SHIELD traitor, Black Widow, and a giant head, who she could only assume was M.O.D.O.C.

Listening in she overheard their conversation.

"Baron von Strucker knows you were lying about the cosmic cube, M.O.D.O.C." said Widow.

"A.I.M. was not able to contain the cosmic cube long enough to deem it a successful weapon. We have refocused our attentions toward new options for Hydra's consideration. For example, we have an updated version of the Dreadnoughts." Four giant robots came into to view. "Not only have we been able to increase them in size, they have also been uploaded with infrared and night vision, heat-seeking missiles, and they, in crude terms, are learning robots, whenever they fight they learn and anticipate the attacker's attacks."

"You can expect to have an order for a fleet of these new dreadnoughts from Hydra, but we will only pay a tenth of the price."

"Unacceptable. A.I.M. will not build anything for such a low fee."

"You will, unless you want to make a powerful enemy out of Hydra," Widow paused, "I would like to see a demonstration."

"Fine. A group of sentinel robots found a trespasser in the base earlier tonight. Who she is has been yet to be determined, but we assume that she is working for SHIELD. We will use her as a lab rat."

Suddenly a drone ran into the room. "Sir, the prisoner has escaped. We found the guard knocked out in the cell with his radio busted. There was no sign of the prisoner."

"A minor setback. We shall use the Dreadnoughts' infrared vision to locate the prisoner. Execute program 213!"

With that the Dreadnoughts said, echoing each other, "Scanning for enemy infiltrator."

Valkyrie held her breathe as they turned toward to the air duct.

"Enemy located," the Dreadnoughts said. Their missile launchers generated out from their shoulders, aiming toward the duct. "Awaiting orders to fire."

_Oh crap,_ Valkyrie thought. Deciding that it would be better to be the one to do the shooting than be the one getting shot at, she jumped down from her not-so-secret hiding place. Pulling a pair of small guns out of her jacket, Valkyrie took down several nameless Hydra and A.I.M. agents.

Black Widow shot her stingers at Valkyrie before taking her on in hand-to-hand combat. Valkyrie didn't exactly remember when she got kicked in the stomach, or where her punch had landed, all she remember is that this went on for some time until M.O.D.O.C. commanded the Dreadnoughts to fire. That's when she hopped behind a table that had been knocked to its side during the fight.

For not the first time that night, luck seemed to be on her side. The table seemed to be durable enough to take a few of the minor explosions from the missiles, but Valkyrie doubted that it would hold up much longer. Deciding that to go down fighting, Valkyrie stood up from behind the table and shot at one of the Dreadnoughts.

It might have been her sixth shot that took the Dreadnought down. Maybe her seventh, she wasn't sure, but she did know that she only had a few more rounds before she'd be out of ammo.

. She jumped out of the way as the shot at the table, causing it to finally exploded. The shrapnel from the table bounced off of Valkyrie's jacket, but the force of the explosion caused her to land face down on the ground.

Valkyrie tried to get up, but couldn't. She heard the sound of a missile being fired and of glass breaking. She tensed as she waited for the missile to hit. She heard the sound of an explosion, but when the pain didn't come she looked up, appreciating the fact that her temporary paralysis seemed to have passed.

She couldn't believe her eyes. There, standing less than three feet in front of her was Captain America. Sure she knew that the Avengers found him frozen in ice after sixty-seven years, but he was still Captain America. The first super-soldier. The person she had been trained to be a copy of.

"Avengers assemble!" he said.

He threw his shield and decapitated a Dreadnought. He caught the shield with one hand and turned to Valkyrie.

The other Avengers came down from the shattered glass ceiling. Wasp and Iron Man were shooting down Hydra and A.I.M. agents. Hulk, Thor and Ant-man took on the Dreadnoughts. Hawkeye and Black Panther were going after M.O.D.O.C. Black Widow and some of the Hydra agents were retreating.

"Are you alright, Miss?" Cap asked, offerring a hand to help her up.

She blinked and turned her attention away from the battle and back to him. She took his hand and said, "Yeah, thanks dude-I mean sir."

Captian America nodded, and joined the other Avengers in the fight. Valkyrie looked around, trying to find her belt. She noticed it hadn't been to far away. After reclaiming it, Valkyrie rejoined the battle.


	4. Chapter 4

**Disclaimer: I do not own Avengers: Earth's Mightiest Heroes. I only own Valkyrie. **

"What the hell happened back there, O'Sullivan?" Nick Fury yelled, Maxine O'Sullivan, Aka Valkyrie, visibly cringed as she was being chewed out. "You were captured by A.I.M. drones, nearly killed, and failed to complete the mission. So I'll ask again, what the hell happened?"

"I screwed up," she stated simply, not knowing which was worse; screwing up her first solo mission, screwing up her first solo mission and having Fury call in back up, screwing up her first solo mission and having Fury call in back up and get yelled at by Fury like a child, or screwing up her first solo mission and having Fury call in back up and get yelled at by Nick Fury like a child in front of the Avengers. Alright, it wasn't all the Avengers, just Iron Man, Black Panther, and Captain America, but they were enough.

"Sure as hell, you screwed up. Do you know how many SHIELD rules you broke?" Fury asked.

"A few?" Maxine responded. She knew that she was now cruising for a verbal bruising, but she couldn't help saying it.

"All of the important ones. For instance, you didn't call for back up when you needed it. Why the hell didn't you call for back up?" asked Fury. _Man he's pissed, _Maxine thought.

"Is that a rhetorical question sir?" She said.

This comment seemed to add to Fury's anger as he continued on with his rant, "You're too damn proud and too immature. You need to grow up, and until you do, I'm assigning you to work under an experienced agent."

_He must be pausing for dramatic effect, waiting for me to ask who, _Maxine thought,_ God please don't let it be Maria Hill. Please, please, please, God don't let it be Maria Hill. _"Fine, who is it?"

"Agent Maria Hill," said Fury. _Damn it to hell, _Maxine thought, _this night can't get any worse._

There came a swooshing sound from automatic doors behind her. "You wanted to see me Director Fury?" said Maria Hill as she entered the room. _I guess I spoke too soon,_ Maxine thought.

"I'm assigning O'Sullivan to your team," Fury said, "She'll be under your orders until you think she is ready for solo missions."

"Of course, sir. I take it that her first mission failed then," said Agent Hill. Fury nodded. "Then maybe you should send her back to training, sir."

"Yeah, I'd like to say two things to that," Maxine interrupted, "First off, I'm _right here. _I can here everything you're saying. Secondly, and I find this very disturbing, but I agree with Mary over here."

"It's Maria," corrected Agent Hill.

"Whatever you say, Mary," continued Maxine, "Now, like I was saying, why can't you just ship my ass back to Nome for more training? Just take it as a precaution against any possible fights amongst your staff."

"You don't need more training! What you need is experience," Fury yelled at her.

"Well then, if I need to be on a team then can I at least be with the cool SHIELD agents?" Maxine asked.

"I was hoping that since you're going to be on my team that you'd be a little more mature. I guess that I hoped for too much." Agent Hill said.

"And here I was worrying that you wouldn't be as bitchy as I remembered you were," Maxine said, "I don't need to be on a team, with someone watching everything I do. I'm not a child."

"You act like one," said Agent Hill, "If you're going be on my team then you need to learn some respect."

"Hill, O'Sullivan, you're dismissed." Fury ordered.

"I'll do you one better Fury. I quit," said Maxine, as she stalked out of the room. Since Fury had tried to assign her to Agent Hill's team, Maxine had forgotten the Avengers that were standing in the back of the room. She mentally slapped her forehead as she past them. _Wow_, she thought, _they must think I'm the biggest pain in the ass ever. _

Shortly after Maxine left the room the Avengers followed. She hadn't gotten very far when Iron Man called out to her, "Valkyrie, wait!"

"What?" she asked impatiently. She wanted to get off the Helicarrier as soon as she could.

"Join the Avengers. We could use someone with your skills," Iron Man said.

"Wait. I just quit my job because I was assigned to a team. What makes you think that I'd want to join one now?" she asked.

"What other options do you have, Valkyrie?" Captain America asked.

Valkyrie considered this for a moment. She couldn't go back to the Nome SHIELD base now, which had been her home for the past five years. And sure as hell, she wasn't about to start her old line of work again. With a sigh, she said, "I guess I really don't have any other options… But I want you to know that being a team player is not in my nature."

"Alright, then. We'll tell the other Avengers when we get back to the Quinjet." said Iron Man.

Iron Man and Valkyrie started walking to the hanger. Black Panther and Captain America hung back for a moment. "There is an old Wakandian saying that says 'Those who act childish often have something to hide.' I think this might be true for our new friend."

To this Cap nodded, and they headed off, following Iron Man and the new Avenger.

** Authors note:**

**Sorry for the short-ish chapter, and for the long-ish wait. My computer has been acting screwy, and I have been studying for end of year exams that are coming up soon. **

**Read and review, please.**


	5. Chapter 5

**I do not own Avengers: Earth's Mightiest Heroes, and this Valkyrie is not to be confused with the Marvel superhero Valkyrie. I own this one, the other's Marvel's.**

It had been a long night for Maxine. No, correction, make that a_ very_ long night. She had been assigned her first ever solo mission, dropped off somewhere in the Grand Canyon, captured by A.I.M. drones, nearly killed several times, saved by the Avengers, quit her job with SHIELD, and joined the Avengers. Now she was getting a tour of their mansion.

_Guess there's no rest for the weary, _Maxine thought. Most people probably would have collapsed from exhaustion by now. Although being a super-soldier made Maxine fatigue at the rate of a normal person, that didn't mean she wasn't tired. The time change didn't help that either.

"And this is your room," said Tony Stark, who had been giving her a personal tour of the Avenger's Mansion. Maxine got a firsthand experience to the billionaire's infamous flirting. "It has its own private bathroom, too."

Tony pulled something out of his pocket, a red and white plastic card the size of a credit card. "You're going to need this. It's your Avenger's I.D. card. It'll keep you in touch from anywhere on the planet, with both audio and video communication." He handed it to her. "It also gives you full access and control over the mansion."

"Yeah, thanks," said Maxine. She opened the door to a Spartan bedroom, furnished with only a bed, nightstand with a lamp and alarm clock, a dresser and a mirror.

"I didn't know what you'd like so I decided to wait until you got here before I did anything with the room," Tony said, looking into the room. He turned toward her and said, "I think it would be a good idea if we got to know each other better. Like over dinner?"

"Thanks for the offer, but no thanks, Tony," she said, "Maybe some other time."

"You've had a long night. I'll just leave you to freshen up," he said, seeming a little crestfallen. Maxine watched as Tony walked away._ Well he's definitely a lady's man, _Maxine thought, _Handsome, but not my type._

She walked into her room and shut the door behind her. Although it was barely furnished, the room was still much nicer than her bunk back at the Nome SHIELD base. Sitting on her bed, she kicked off her boots and leaned back onto it. It probably was the most comfortable bed she had ever been laid on in her entire life. She looked at the clock. 12:09 P.M. _That would make it 8:09 back in Nome, _Maxine thought,_ too late to try to get any sleep. _

Maxine rose from the bed, wishing that she had some other clothes to change into. Her things were still back in Nome. She'd be stuck in the same thing for God only knew how long. She took off her jacket and smelled it. It smelled like the cell back at the A.I.M. base. _Great, l'odeur de prison cell, _Maxine thought.

_Well, just because my clothes might stink doesn't mean I have to. _Maxine quickly walked into the bathroom. She thanked her luck stars when she saw that everything she needed for a shower was there.

After ten minutes, Maxine emerged from the shower feeling slightly refreshed. Again she wish for clean clothes, but didn't hesitate in putting her old ones back on.

_Well I've spent enough time avoiding the inevitable, _she thought, _looks like it's about time to officially meet the team._ She left her room and set off to find the other Avengers.

Maxine didn't exactly know where she'd find the others. She didn't exactly know where she was going either. Directions had never been her strong suit. She didn't want to ask JARVIS for help, because, to her, asking a building for directions had to be possibly the strangest thing ever. And that's saying nothing of having it answering back.

After around twenty minutes of roaming the mansion, and insuring JARVIS that she knew where she was going, Maxine ended up in the kitchen. Like the other rooms she had been in, it was also empty. _I wonder where they all are, _she thought, _Then again, they're probably living their lives, I mean, they can't possibly spend all their time fighting super villains and hanging out around here. _

Just then her stomach growled. She hadn't realized how hungry she had been until then. When she started to look the pantry, cupboards, and refrigerator, she realized just how fully stocked the kitchen was. There were enough different ingredients to make anything under the sun. Tony had told her that there was a chef on call, and all she had to do was ask JARVIS to call the chef and she get whatever she wanted in less than half an hour. That option was tempting, but Maxine didn't want to bother someone just for her lunch. That would've been something she would have done back in Nome, but there everyone was used to her antics and her attitude. Unlike here, where no one knew her, which made her want to be on her best behavior, at least for the time being. _I'll have to wait a few months before I do something like that here, _she thought.

Along with the high end, exotic foods, there were more recognizable brands too. Like Ramen. _Perfect, _she thought. She quickly had a bowl of noodles ready. Settling down at the table, Maxine noticed a newspaper. She reached across to get it, knocking the hot noodles over onto the floor.

"Damn it!" she said. Grabbing a roll of paper towels, she knelt down to clean up the mess.

"Do you need any assistance, Ms. Valkyrie?" JARVIS asked.

"No, JARVIS. I'm good," she answered from under the table. "Goddamn noodles."

"Ms. O'Sullivan?" asked a voice.

_Okay, that's definitely not JARVIS, _she thought. She peered out from under the table to find an un-costumed Captain America looking at her questioningly.

**Yeah, another shortish chapter. It is semi-uneventful and is mainly following the little things Valkyrie does, but the upside is that I will have another chapter up by the end of the week, I promise. And it will have more dialogue. Remember to always read and review, I will take any type. **


	6. Chapter 6

**I do not own AEMH, or any of the characters. except Valkyrie. If you did not know this by now, then I pity your stupidity.**

* * *

><p>He was handsome. The same manly way John Wayne was handsome, except, well, blonde. Even with the quizzical look on his face, he was handsome.<p>

"Oh, hey Cap," Maxine said, attempting to summon a causal smile. When this failed she turned her attention back to the spilled noodles.

"Are you alright? I thought I heard you talking to someone," Cap said.

"Just to myself and JARVIS. And to this evil Ramen, sir."

"Ramen?"

"Instant Ramen Noodles, sir. The breakfast of champions, not that I'm calling myself a champion, it just a slogan of something or another."

"I know the phrase. Wheaties were around in my time."

"Oh."

"Is talking to yourself a habit of yours?"

"Not normally, but I hear that when people are stressed out they tend to pick up the habit, sir."

"You're feeling stressed?"

"I guess a little bit, sir. The past couple of days haven't been easy on me. And spilling my breakfast doesn't exactly help."

"Do you need any help cleaning it up?"

"Thanks, but you're asking a little too late, sir. I'm almost done, sir."

She crawled out from under the table, wet paper towels in hand. "Um, do you know where the trash can is, sir?"

Cap walked over to her and helped her up. "I'll take these," he said as he took the paper towels from her hand to throw them away. When he had his back facing her, he said, "It not that I don't appreciate it, but you don't have to add 'sir' to every sentence when you talk to me. Please, call me Steve."

Maxine was taken aback by this. "Alright, sir-I mean Steve," she said, "It's just that, I'm trying to be respectful, because, you know, you have to have respect to gain respect."

"You didn't seem to care about gaining respect from Nick Fury back there," he said, now facing her again.

"That's different, for several reasons. First off, he knows I respect him even if I don't call him sir all the time." She paused, knowing she just proved his point. "Okay, disregard reason numero uno. How respectful would you've felt in my position? I mean, I just got back from having my ass rescued, with my first solo mission going completely south."

He shook his head disapprovingly. "In my day we didn't talk like that to a commander, no matter how badly a mission went."

Maxine sighed; yet again Cap had a good point. "There's always the fact that he's just Nick Fury, and you're Captain America. Yeah he's the director of SHIELD and all, but it wasn't him that I was learning about back in school."

For a second, it seemed like Cap had grown uncomfortable with the reminder that he was a living legend to her. Silence crept over the two. It wasn't exactly what Maxine would call an awkward silence, though she still decided to break it. She said, "Anyway, I still regret the fact that you possibly got one of the worst first impressions a person could get of me."

"My first impression of you didn't happen with Nick, but back at the A.I.M. base," Cap said, "And as far as first impressions go, it wasn't bad. But I think if you spent more time fighting your opponent rather than taunting them, you wouldn't get in as nearly as much trouble."

She felt a wave of relief wash over her. This had to be the best thing she had heard all day. _I mean, who would want to give Captain America a bad first impression?_ She thought. "I don't taunt people," she said, half jokingly half defensively.

"Then what was 'My granny had better aim than you'?"

"It was the truth. My grandmother was a deadeye. Did you really think SHIELD taught me to shoot like that?"

"Well, with five years of training, I assumed that's where you picked it up from."

"No, sir, shooting like that's genetic. It's in my genes, though not these jeans, I left my shooting jeans back in Nome, that's why I was a little off last night."

He chuckled, to the relief of Maxine, who had wondered if he would get the play on words. "Your shooting was a little off center last night."

The two were silent again. Although she had only been talking to him for a mere matter of minutes, Maxine felt like she had known Steve her whole life. _No matter how cheesy and cliché it may sound, _she thought. "Um, sir, I just want to thank you again, for saving my life back there. Lord knows I'd be in a morgue instead of here right now if you hadn't shown up when you did. I also want to thank you for take me home with you." She paused for a second and shook her head. "No, wait, that sounds wrong. I didn't mean for it to come out that way. Five years of practically solitary training and you lose all social skills."

"It's alright, Ms. O'Sullivan. I understand what you're saying. And it was nothing, really."

"Sir, if I'm going to call you Steve, than you might as well call me Maxine or anything other than my last name. No matter if you put a 'miss' in front of it, it still makes me think I'm back at training."

"That's fine by me, Max." Cap grinned while he said this.

With the combination of the underused nickname and the grin that accompanied it, Maxine was reminded of someone she had known in the past, and planned only to keep that person there.

Seeing the unnerved look on her face, Cap asked, "Max, are you alright?"

She tried, once again, to fake a causal smile. "Never better, Steve."

"Is something bothering you?"

_If only you knew, _she thought. Out loud she said, "Only spilt Ramen, little sleep, and no change of clothes."

He gave her a dubious look. Before he could ask another question, however, a duo of beeping went off. They each reached into their pockets, finding their Avengers I.D. cards going off wildly.

"This seems important," Maxine said, secretly relieved for the distraction that put the 3rd degree that Steve was about to give her on hold.

"I need to change; I trust that you know where the assembly hall is?"

"Yeah, Steve don't worry, I get there."

"Good." He turned and sprinted out of the kitchen.

_I wonder what this is all about,_she thought as she headed down the corridor.

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><p><strong>Sorry for having to reload this, but I needed to edit it a little. That's what happens when you write at two in the morning and don't bother to self-check. My bad, won't happen again. A new chapter will hopefully be up soon, just need to decide which Marvel villain I'm going to use in it. Suggestions would be nice...just saying...<strong>

**Thank you**


	7. Chapter 7

**I do not own Avengers:Earth's Mightiest Heroes, only any OCs. **

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><p>"Reports are coming in that Hydra is attacking the United Nations Headquarters," stated JARVIS as a live video of what was happening streamed on in the Avenger's Assembly Hall. United NationPeacekeepers were shooting at a Hydra Octopus Robot as Hydra goons climbed down from it: proceeding in returning fire.<p>

"You know, with how many times they've attacked the place the U.N. should really be expecting it by now," said Hawkeye, kicking his feet on to the table, not entirely concerned about the situation.

"Yeah and why is it always the U.N.? I mean, it's just a building when none of the world's leaders are there," said Wasp in agreement, as she flew past him, landing on Ant-Man's shoulder.

"I beg your pardon Ms. Wasp, but today there is a full assembly. All the world's leaders _are _there," stated JARVIS.

Captain America was rather surprised not to see any SHIELD agents fighting alongside. He would have thought Nick would have already been on top of it. He continued to watch the video as he asked, "Where's SHIELD?"

"They're forty minutes out, sir," JARVIS replied.

"Yup, that sounds like Fury. Always running on his sweet time," said Valkyrie, their newest recruit, as she causally walked into the room. "Not that I'm one to talk when it comes to punctuality," she added after glancing at the strange looks the others gave her.

Cap hadn't yet decided what he thought of her. Nick was right when he told him that she was immature, but traits like that could always change. It also seemed like she had too much pride, when it came to not calling in for back up and quitting her job when she was assigned a team to work on. But then that made him wonder why she then joined the Avengers so quickly afterwards (not that he wasn't grateful for it).

"Um... Iron Man, you do realize that there is a SHIELD scrooge in the mansion, don't you?" asked Hawkeye as he stood up.

"Actually, I'm an ex-scrooge," Valkyrie corrected, coming to stand next to Cap. She caught his eye and gave a small grin.

"Valkyrie quit SHIELD this morning to join us," Iron Man said.

"Well, it will be nice to have another girl on the team," said Wasp as she flew off Ant-Man's shoulder. She flew to Valkyrie. "You can call me Jan."

"Call me Maxine," she said.

"Enough talk of SHIELD girl! Hulk wants to smash some Hydra goons!" Hulk roared, storming out of the room heading to the Quinjet hanger.

"Hulk's right, we really should hurry up and stop this before anyone gets hurt," said Ant-Man.

They followed the Hulk's lead and headed to the hanger. Cap was walking in pace with Valkyrie. Up heard he head Thor say, "Tis foolish that mortal rulers be gathered together without proper protection."

Valkyrie laughed a little at this. Cap looked down at her and jokingly said, "'Knew where you were going' huh?"

"This is one freakin big place! You don't just know where everything is after one tour," she exclaimed, "Besides I'm not good with directions," she leaned in a little closer to him and said in a low tone, "That's how I got caught last night. And I had a _map_ then! Just think about me on a day to day base, it's a nightmare!"

He nodded. "And now you're in an entirely new city. That will be hard for you, but we'll be there to help," he said sympathetically.

"New York's not new to me," she said.

He would have asked her what she meant, had her tone seem like she didn't want to continue the conversation. The pair walked in silence to the Quinjet.

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><p>The situation at the United Nations hadn't been as bad as the news made it out to be. It had been worse. There was a fleet of Hydra Octopus Robots, as well as another fleet of Dreadnoughts, and, at least, around a hundred Hydra agents. There was no sign of the Black Widow or Barron Strucker.<p>

The Hulk was making quick work of the giant robots, though. Jumping into the air and literally smashing through one, then he'd take it and use it to knock down another one, as well as some Dreadnoughts in the process. Ant-Man slammed his fist down on a giant robot, and then would quickly turn to another. Thor had created a mini-thunderstorm, and was now shooting Dreadnoughts down with lightning bolts. Wasp would shoot several quick shots at a Dreadnought, and once it was down, she'd fly to another one. Hawkeye shot explosive arrows at both Dreadnoughts and less harmful ones at people. Black Panther used his Vibranium daggers to take the Hydra goons down. Then there was Captain America, throwing his shield and taking on several men on at once.

And there was Valkyrie shooting Hydra goons down with her freshly reloaded guns, courtesy of SHIELD. If there was ever a time she had felt inadequate, it was now. Here she was, dressed up like a Captain America wannabe, using gun, of all the lame and un-superhero like weapons, to take down hydra goons. Why couldn't she have some cool weapon that no one else had, like a sword or a mace, anything other than a gun? She dodged a punch, and then returned one. On top of everything else, this was going to be on the evening news. Not just the local evening news, or national news, but international news.

_Great, lame-ass super heroine Valkyrie makes her debut taking on Hydra goons. Not taking on a giant robot. Not taking on more bad-ass super villains, like Dr. Doom. But lowly Hydra goons. I'm looking like a freaking wannabe out here! Might as well try to sound B.A. _she thought.

Valkyrie started taunting the Hydra goons. Every shot, every kick, every punch was followed by an insult. She used everyone under the sun. She hoped that if everything that the media said was negative about her, maybe they'd at least say that she was quick witted.

The fight quickly cleared up, with most of the Hydra agents being arrested by SHIELD, and only a few civilians were taken to the hospital. Valkyrie sighed, hoping that they could just leave and not have to talk to the press.

Of course, that didn't happen. It seemed like once the danger was over they were swarmed by reporters, all asking the same question. Who was the new Avenger?

"Miss! Miss! Can you answer a question for the Daily Bugle?" one report had asked her, as they were walking back to the Quinjet.

"Sure?" she replied, not sure wither to or not.

"Who are you and are you planning on staying with the Avengers?" he asked, holding a recorder in her face.

"That's two questions," she replied, as she kept walking. "But well, I'm Valkyrie. And, well duh, I'm planning on staying with the Avengers."

There was another eruption of questions, all now starting with her name. Valkyrie ignored them as she enter the Quinjet. _Maybe now I can get some rest,_ she thought as she sat down, putting her arms behind her head.

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><p><strong>So yeah, that's this chapter. Sorry for the late-ish update, I've been out of town for the past few weeks, visiting my hometown. Now that I'm back I'll probably be updating more often. <strong>

**Yes, I am aware that Hydra attacking the U.N. is not the most original idea out there, but it was one that I thought was most likely, (this takes place before Hail Hydra.) Also, thank you Legion 22 for the suggestion. I hope that none of the characters come off as ooc. That is not intentional. Please read and review.**

**thank you,**

**The Sterling Raven.**


	8. Chapter 8

**Anti-disclaimer: I think by now that we all know that none of us here own Avengers: Earth's Mightiest Heroes, that is why we're on ff.**

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><p><em>The thick wild greenery of the Amazon Rain Forrest surrounded Maxine. As she flicked another over-sized mosquito off her arm, she looked behind her, knowing that the others were somewhere waiting on her to scout ahead and give them the all-clear. She continued stealthily, keeping an eye out for tripwires, guards, or anything that looked suspicious. Climbing up a tree, she looked down at the plateau below. <em>

_Had she not known about its existence before hand, she would have definitely classified the mansion as suspicious. Maxine pulled out her binoculars and looked down at it. The building was built in a Spanish-style, with stucco and red shingles. It would have been considered a high-end place, had it been in a better location: and if there were no guard buildings, or concertina wire fence, or helicopter landing pad. 'There'll be time for thinking like a real estate agent later; it's time to focus on the mission,' Maxine thought. _

_She knew little of the people that lived there, other than they wouldn't be living there much longer. Gathering from the obvious, they also couldn't be up to any good. 'I mean seriously, who would choose to live in the middle of a freaking rain forest, with enough armed guards to occupy Paris? Okay, bad example,' she thought. _

_With no guards out of the perimeter of the mansion, Maxine decided that it was time to signal the others. She turned around and flashed her flashlight, then paused. Then flashed it again, and then paused again. This went on for another thirty seconds or so. They had decided that it would be a better idea to keep radio silence close to the mansion. _

_There were footsteps approaching. Maxine figure that they'd be quick to show up, but this was just ridiculous. She climbed down from the tree, careful to be sure that she could see the people approaching, while they couldn't see her; in case it was guards on patrol sweeping by rather than her team. _

"_Maxine! Get your little ass out here!" a low male voice said. The voice had sounded like steel, sharp and cold._

"_What the bleedin' hell? Did that lil' bitch run off in the five minutes it took us to get 'ere?" effeminate voice asked, Maxine wasn't exactly sure if she had a British or Australian accent. _

"_Calm down, you two. She's still here, aren't you Max?" asked another male voice with a relaxed southern accent._

_No doubt about it. That was her team. She stepped out from behind the tree. In the dark of night, Maxine could only see the silhouette of her four teammates. One man stood about six foot five and was heavily built. Another was an even six foot and athletically built. The woman was petite, much smaller than Maxine. And the last man was around six foot two and very built. It was funny that she couldn't quite place their names, or see their faces clearly._

"_The coast is clear, until we get about fifty feet from the gates, then we'll worry about the first patrol of guards," Maxine said. The others looked at each other and nodded._

"_Alright, Maxine, take point," commanded a new voice, the last of the others to speak up. He had such authority in his voice that no one questioned the command, which was a rare thing coming from that gang._

_Maxine managed to lead them to inside the perimeter without setting off any alarms. She wasn't exactly sure how they would get by the concertina wire, thinking that cutting through it would take too long, and a controlled explosion would undoubtedly draw attention to them. It seemed though that the gate wasn't a concern of the others, as they ordered her to lead them closer to the small road that lead to the mansion. A canvas-covered truck slowed down, breaking for a moment. Taking this as their cue, they hoped in around the back, hiding behind several crates._

_Maxine had no doubt that the truck would be searched once it reached the gate. She looked to the others. None of the men seemed concerned about it. The woman, though, was adjusting something on to a crate. Maxine looked closer at it. Wires wrapped around a little devise. The woman pressed a few buttons, and an electronic timer lit up, the numbers counting down. 'Aw, great. Now we all go boom,' Maxine thought as she looked at the bomb. She prayed that they'd get off before the whole thing went up in smoke._

_The truck slowed to a stall. There was the sound of a metal gate opening, then the sound of a guard speaking in Spanish. _

"_Get ready," the fourth voice said. Ready for what? Maxine didn't know. Were they going to jump the guards, or something? What about that bomb that woman just rigged to go off? She didn't know, this being the first time she worked with these people. While the others seemed to be simpatico, and knew what each person did and when they'd do it, Maxine still felt out of the loop. _

_The driver talked back to the guard. And for a minute all was silent. Then there was the sound of the gates again, and the truck drove through. Maxine wanted to feel relieved, but she remembered that getting in wasn't the most difficult part, that there was still the guards, with Lord knows what kinds of weapons, that they still had to get the target, and the bomb with its menacing red time, counting down to zero. _

_The truck drove around to the back of the mansion, where the garage was located. When it was parked, the driver slammed the door behind him and walked toward the back of the truck. He looked in and said, "The coast is clear, compaderes. Now hurry, before they come to unload the truck."_

_Maxine was totally took off guard, not expecting for the driver to be working with them. Following the others lead, she hopped out of the truck._

"_Right, let's get inside before this thing goes boom," the woman said. _

_The southern guy took out a pistol, put a silencer on it, and shot down a security camera. _

"_Isn't that going to draw attention to us?" Maxine asked._

"_Don't be daft girl! Once they come to investigate, they'll be watching those fireworks," the woman said, indicating to the truck. _

"_Ya'll do remember that this is Max's first time, right?" the southern guy asked. He smiled and winked towards her. _

"_We'll talk about that later. We just need to finish the mission," said the commander._

"_So we can get paid," the new man added._

_The biggest guy threw a grabbling hook up at the roof, getting it to be securely held between the roof and the gutter. Pulling it to make sure it was secure, he then handed it off to the woman, who quickly climbed up, the through a window. One by one they followed her lead, and then the big guy pulled the grabbling hook down, and rolled it back up._

_Outside, Maxine could hear raised voices. Shouting in Spanish, the guards continued to raise their voices until there was the sound of an explosion. The shouting had then turned into screams of Spanish cursing._

_The group moved from one room to another, unworried about guards for the majority of them was now trying to handle the fire outside. Maxine was unaware that two of the group, the new guy and the big one, had split from the team. _

_They ended up standing in front of a door, with their weapons drawn. The leader of the group nodded towards it, and then the southern guy kicked it in. They were standing in a bedroom, with its occupants rousing from their sleep. A husband and wife looked shocked up at them. The woman started to scream at them, the man shouting in Spanish. _

_The leader shouted at the man in Spanish, ordering him and his wife out of bed, and to kneel on the ground. The leader started to interrogate the man, and when he failed to get a good answer, he would pistol whip the man. _

_Suddenly the door busted open again. The two missing team members came in, each carrying a little girl. Neither of the girls could have been older than nine. The leader pointed his gun towards the girls, and shouted at the man. Although Maxine didn't speak Spanish, the message came across loud and clear. He would shot the girls if he thought that would get the man to talk. The children started to cry for their mother. The mother started begging for her children's lives. He pistol whipped her. He pointed his gun back to the first girl. _

"_YOU CAN'T KILL A KID!" Maxine yelled desperately._

"_I will if it gets this bastard to talk," he said calmly, not taking his eyes off the girl._

"_If you pull the trigger then I swear to God that you will be joining her shortly!" Maxine said aiming her gun at his head._

"_You really feel this emotional about a drug cartel's daughter?" he asked. She nodded. "Well then, guess you're not cut out for this kind of work. Better put an end to this now before you can inform anyone of tonight's festivities."_

_He pointed his gun at her. He pulled the trigger. Maxine heard the shot of the bullet, and…_

Maxine sat straight up in bed. Her heart was pounding out of her chest, and she was breathing heavily. She was in the Avengers' Mansion, not in the Amazon Rain Forest. She looked at the clock: it read 4:26AM. Too early to start the day, though she knew she wouldn't get any sleep after that nightmare.

She wanted to tell herself that it was only a dream, but she knew it wasn't. It was a chapter right out of her history. _Except that's not how it ended, _she reminded herself. Maybe if she _had _said something, and that _had_ happened, she would have been better off, compared to standing aside and watching him murder that family. Those children's parents may have done horrible things, but that didn't condemn them.

Maxine realized something. Maybe subconsciously feeling the need to rectify her past made her join SHIELD, using it as a kind of penance for everything she did. Joining the Avengers also helped too. She had helped more people on her first day joining the team than her entire five years with SHIELD.

Maxine leaned back into bed thinking of all the choices she had ever made and decided that the Avengers was possibly the best one she had ever made.

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><p><strong>See, I can update quickly. I got this chapter written late yesterday afternoon and thought I'd make you wait a week or two for it, but then I decided that that would be cruel and just waited until today.<strong>

**Maxine told me to tell you all that she wants you to read and review, or she might have to break into your home. She scares me at times.**

**thank you.**

**The Sterling Raven.**


	9. Chapter 9

**I do not own Avengers:Earth's Mightiest Heroes, only my O.C.s.**

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><p>It was just another normal morning at the Avengers' Mansion. The sun was shining. The birds were singing. And Jan was talking excitedly to Hank over breakfast, both in their civilian clothes. "I wonder what Maxine did before she joined SHIELD. I mean, I don't think she was in the military or already in it when she became a super soldier. If she was then she must've joined right after high school. But she really doesn't seem like that likes to follow orders. What do you think, Hank?"<p>

"Huh? Oh, yeah, right Jan," he said, not looking up from his laptop.

She rolled her eyes and shut the laptop. Having his now undivided attention, Jan said, "I didn't drag you out of your lab just to have you working at breakfast. Seriously, we have a whole new teammate and you don't seem the least bit interested."

"But I am interested, Jan," he replied.

Jan took a sip of her latte, putting down the cup she said, "You better not be _that _interested, though."

Hank sighed. "Jan, you know what I meant." A beeping sound went off. Hank withdrew a pager from his pocket. "I've got to go Jan, can we continue this later?" he asked as he was leaving.

"Sure Hank, whatever," Jan said slightly disappointed. She found it amusing that one of the smartest, most advanced men in the world still had a pager.

At that moment, Steve walked into the room. "Good morning Janet," he said as he walked by her, picking up the newspaper at the edge of the table. Sitting down at the head of the table, he opened the paper.

"Could I interest you in any breakfast, sir?" asked JARVIS.

"Scrambled eggs, toast, bacon, and coffee, black, thank you JARVIS," Steve said, not looking up from the paper.

"Indeed," JARVIS said.

Jan looked towards Steve. For a man out of time, he seemed to be getting accustomed to some of the modern day tech, and more advanced things like JARVIS. "So Steve, what do you think of our new recruit?" she asked.

Putting down the paper, he looked at her and said, "Well, from what I've seen of her so far, Max is exactly what Nick Fury said she was, immature, sarcastic, but still a good person. She's not what I'd have picture for America's next super soldier, but, nowadays, maybe that's for the best."

Jan had raised her eyebrows at him calling Maxine 'Max.' She was surprised that he already was calling her by a nickname right after he'd met her, when it took Jan a week just to get him to stop calling her Ms. Van Dyne. She was about to bring this up when in walked Maxine.

"Morning Maxine," Jan said cheerfully. "Sleep well?"

"Morning Jan, yeah I guess so," she said as she rubbed her eyes, "Morning Steve."

"Good morning, Max," Steve replied, "Are you going have more Ramen again this morning?"

Maxine grinned a little and said, "No sir, I think I'll have some Wheaties, you know, there the breakfast of champions."

Steve chuckled and looked back at the paper. _I wonder what that was about,_ Jan thought, looking at each of them questioningly.

"Your breakfast is ready, sir," JARVIS said as Steve's breakfast appeared on the counter. "Could I interest you in any breakfast, Ms. Valkyrie?"

"Uh, eggs over easy, please?" Maxine more asked than said, "Oh, and some coffee."

"I have programs for over four hundred different items under coffee, Ms. Valkyrie, may you please be more specific," JARVIS said.

Maxine looked at Jan and asked, "What are you drinking?"

"A caramel latte," she replied, giving Maxine a look.

"That's sounds disgustingly sweet, full of sugar and caffeine. I'll take one of those JARVIS," Maxine said.

"Indeed."

Maxine looked at Jan for a moment and said, "I didn't mean to insult your choice of coffee. It's just that I've been drinking bad coffee for my entire adult life, and have no opinion when it comes to the good stuff. If someone took me to a Starbucks, I would be completely lost."

Jan waved her hand and said, "I wasn't offend, and I completely understand." She took a sip of her latte. "Maxine, I was wondering, what did you do before you joined SHIELD?"

Maxine came back to the table from grabbing her plate and cup. She shrugged when she answered, "Nothing really, just this and that."

"That's not as interesting as I thought it would have been," Jan said. She hadn't known what to expect, but that was a really lame answer. "Seriously, what does 'this and that' include?"

"I graduated from high school, worked a few dead-end jobs until I was twenty-one, and then Nick Fury found me and offered me a well paying job at SHIELD. He hadn't been specific, so I hadn't know what exactly I was signing up for," Maxine said, in between bites.

"How do you think SHIELD had a sample of your DNA, if you hadn't joined them or any branches of the military?" Steve spoke up, looking at Maxine.

Maxine shrugged and swallowed, saying, "Well, I'd been to the hospital before that, so they could've gotten it from there. Who knows what types of databases SHIELD has."

Steve nodded. He finished his breakfast, said goodbye to the two women and left for the training room. Jan let Maxine finish her breakfast in peace, not asking her anymore questions, but watching her inhale the food.

When Maxine finished she sat back, relaxed. She looked at Jan and said, "Ok, you've been staring at me like you have questions you want to ask me, so spill."

Jan sighed. She had been hoping that it hadn't been that obvious. "Alright, I do have a few. I just thought that it would be better to let you eat first."

"Pardon me, Ms. Wasp, but there are a couple of packages addressed to Ms. Valkyrie in the foyer," JARVIS said.

"Ok, thanks JARVIS," she said, looking questioningly at Maxine.

"My things from Nome," Maxine said. "Creeps me the heck out,"

"What, JARVIS?" Jan said slightly surprised. She had assumed that Maxine had been used to working with machines, seeing how she had lived on a SHIELD base.

"Yeah. It's a talking robot home. Don't tell me you don't find it at least a little creepy," Maxine said as the two of them walked toward the foyer.

"If you find JARVIS creepy, wait until you see Hank's Ultron," Jan laughed slightly. "I would've thought that someone who worked with SHIELD would've been used to robots."

"I'm sort of used to robots, I never worked with any personally, unless for training. I'm kind of technologically impaired, for the most part."

"Boy that must really suck working for SHIELD."

"Yeah, with how fast tech is moving forward nowadays, in twenty years, probably all houses will have something like JARVIS, and I'll be screwed."

The two laughed together. They causally walked into the foyer. Two medium boxes were stacked in front of the door. Maxine walked up to them, bent down and picked them up.

Jan looked worriedly at her, Maxine had the boxes stacked so she couldn't see. She said, "I could go get one of the guys to help, I'm sure they wouldn't mind."

Maxine snorted and said dismissively "Nah, I've got them. I just need you to be my eyes."

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><p>The two young women had managed to make it to Maxine's room without incident, to which Maxine was greatly revealed. Jan opened the door and went inside, followed by Maxine, who back kicked the door closed. Maxine set the boxes in front of her bed. She pulled a knife out of her jacket and made quick work of the packing tape.<p>

Jan sat on the bed, watching Maxine start unpacking. "I could help you unpack," she offered.

"No thanks, I'm good," Maxine replied, opening a drawer. She folded a shirt and stuck it in there.

Jan looked over the clothes. They were mainly long-sleeved t-shirts, sweat shirts, yoga pants, and blue jeans. "Um, are those all of your clothes?" she asked.

"Well, yeah, there aren't too many reasons to get dressed up when you supposedly don't exist," Maxine said not looking up from her work.

"You're an Avenger now, so the whole world will know you're around sooner than later," Jan said. "Which means you'll have to dress better."

"Fine by me," Maxine said, catching were Jan was going with this. "And shopping is great pastime when you have at least half a million in the bank."

Jan shot her head up looking at Maxine. "Shut up! You must be joking!"

Maxine laughed slightly at the younger woman's reaction. "I'm not joking. SHIELD has been paying for my room and board, and I didn't have any loans or expenses to pay, so I've literally haven't touched my pay check."

"I didn't think you'd get so much. That's, like a hundred thousand dollars annually," Jan exclaimed.

"It wouldn't have been that much had I not been the only one," Maxine said quietly, looking down at the box.

"Oh, Maxine," Jan said not sure how to continue with it.

"It's alright Jan. Don't worry about me," Maxine said, "How about we leave in around half an hour?"

"That's sounds great, Maxine." Jan said, leaving her new friend to unpack.

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><p>The door closed behind Maxine. She sighed softly. When she had been with SHIELD she hadn't liked being paid the money that others would have earned had they lived thru the Super-Soldier Program. The others had all been good young men and women who had signed up because they wanted to serve their country, not using the opportunity as a get out of jail free card.<p>

_Why was life like that?_ Maxine wondered, _letting me live, someone who has allowed innocent people to die, taking people's lives for money, lying and cheating to make a living, while good honest people who were trying to make the world a better place died? It wasn't just unfair, it was just plain wrong._

Maxine rubbed her eyes, not wanting to cry. She went back to work. She picked up the last few piece of clothes out of the box. At the bottom, there were a few pictures; one of her grandparents and her when she was little, another of her and a few childhood friends, one of her mother holding her as a baby. The last two pictures she pulled out hit her like a ton of bricks.

The first was one with all the participants of the Super-Soldier Program. It captured a feeling of camaraderie among the group. The picture had been signed by everyone, the night before they received the serum. Each of them had received one, making this one out of twenty. Maxine placed it right on top of her nightstand, in a sort of place of honor.

The next picture was like the polar opposite of the first. There were only five other people than her in the picture; a short, Hispanic looking man in his mid-thirties, a redheaded, green-eyed, tall, muscular young man, a petite dirty blonde, brown-eyed, tan woman in her late twenties, a middle-aged, balding white guy who looked like a giant standing next to the woman, and another built man with a grey crew-cut and dark eyes. Maxine had to be around eighteen in the picture, still as tall as she was now, but not as curvy, her hair pulled back into a ponytail. They all had weapons drawn causally, including herself. Maxine felt slightly disgusted that she had kept the picture, let alone that someone at the Nome base had seen it, yet she couldn't quite bring herself to throw it away. She wrapped it up in a sweat-shirt and put it in the bottom of a drawer, hoping that she wouldn't have to come across it anytime soon.

Maxine sat back on her bed for a moment. She closed her eyes, hoping that the feelings of guilt and self-loathing would quickly past. She told herself something that had kind of become a sort of mantra for times like that, "That was the past. That was a different time and a different me. I'm here now, and I'm not like that anymore."

Sitting up, Maxine felt slightly better, but, like always, hadn't exactly convinced herself.

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><p><strong>Here's another chapter. Boy, updated a lot sooner than I had excepted. Turns out my muse is nocturnal, its a good thing for you that you get to have early updates, bad for me, because I get very little sleep.<strong>

**In this chapter I was switching the POV around, so I hope I didn't confuse anyone.**

**Please read and review,**

**The Sterling Raven. **


	10. Chapter 10

**I no own, you no sue.**

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><p>"We definitely have to go in there," Jan said excitedly, pointing to another boutique. Without giving Maxine anytime to speak up, she dragged her into the store.<p>

It was a very high-end store. It was filled with the season's trends. It housed items from most of the big fashion designers' lines. The interior design of the place was very modern; with the dark hardwood floors, the light grey paint that seemed to have a metallic shine, and the glass tables and floor to ceiling mirrors that gave the building the illusion that it was bigger than it actually was. Even the soft pop music playing in the background was on the top of the charts. What Maxine thought that was more impressive was that the atmosphere that was created seemed expensive, like it took a lot of money just to get in the front door.

Not too long ago, Maxine would have walked right past the boutique, probably feeling intimidated. Then again, she probably wouldn't have been in this part of the city to begin with. Everything in this part of the city was trendy, up to date, fashionable, and very expensive.

The clerk walked up to them. "Hello Ms. Van Dyne. Could I help either of you today?" she asked.

"No thank you, I think I've got it covered," Jan said politely.

The clerk nodded, then gave Maxine a disapproving look. Maxine didn't mind, she'd been receiving looks like that all day. Every time they'd go into a new store, clerks and customers alike would give her disapproving glances. Maxine really didn't blame them though. She didn't look like she belong to the high-end life, what with her old black t-shirt, faded boot-cut jeans with holes in the knees, army boots, and leather jacket. The latter of which she was beginning to wish she had taken Jan's advice about leaving at the mansion, now fully remembering just how hot summers in New York were.

Maxine followed Jan to the evening wear section of the store. She looked over the racks, eyeing each item critically. Her eyes fell on a cocktail dress. It was made out of a glossy black satin. The dress was one-shouldered and was long enough to probably only make it to mid-thigh on her.

"Maxine, look at this one," said Jan, holding up a navy dress. It had a sweetheart neckline with the fabric crisscrossing over the bodice and an a-line skirt.

"Pretty," she said, pulling out the black cocktail dress, "What do you think of this?" She held the dress close to herself.

Jan gave it a scrutinizing look. Smiling, she looked at Maxine and said, "It would be the perfect little black dress for you."

"Key word; little," Maxine said. "Are you sure it's not too short?"

Jan rolled her eyes and said, "Just go try it on."

In the dressing room, Maxine slid the dress over her head and then zipped up the side. She looked into the mirror. The dress hugged her body tightly, accentuating her curves. It was longer than she had expected it to be, almost reaching her knees. Continuing to look in the mirror, Maxine started her bad habit of thinking were she could hide a weapon in this dress. _It's too short and tight to hide a gun anywhere; I'd probably just hide a knife on…_

Her thoughts were interrupted by a loud knocking on the dressing room's door, along with her friend saying, "Max! Are you coming out or not?"

"I can't," she replied.

"Why not? Does the dress not fit?" Jan asked.

"No, it's not that. The dress fits perfectly," she said, unlocking the door. As she opened the door she said, "I'd make everyone feel self-conscious, because I am a stone cold fox."

Jan laughed. She looked at her friend and said, "Seriously, you're getting that. Even if I have to force you to, you are getting that dress."

"Hey, do you hear me arguing?" said Maxine heading back into the dressing room.

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><p>Jan watched as Maxine talked to a taxi driver. She was just out of earshot. Maxine had said that she'd try to get the driver to take their things back to the mansion, but Jan knew the chances of that happening in New York were crazy low. She had even told her this, but still Maxine went ahead to try.<p>

Jan was having a great time, and by the look of it so was Maxine. It was great that there was finally another girl on the Avengers. The guys were great and all, but Jan was glad to have a girl to go shopping with, or get their nails done together, or just even talk to. And the young super soldier fit the bill nicely.

Maxine was easygoing, upbeat, energetic, and a good listener. Not to mention she had a great taste in fashion. Jan remembered the little black dress Maxine had picked out, that had come from her own collection. Though when it came to being a new superhero, Maxine was a little too cocky for Jan's liking, acting like she was an old pro. She was definitely not like Cap when it came to humility.

_Speaking of Cap, _Jan thought. He was the only person that Maxine let call her 'Max'. Earlier that morning, when Jan first heard him call her that, she thought that it was Maxine's nickname. But when Jan started to call her it later, Maxine asked her to just call her Maxine, and not Max. Which Jan could only think of one thing that this meant. Maxine liked Cap.

Maxine walked back to Jan, grinning. Astonished, Jan said, "Don't tell me that you got that guy to do it."

"Yup, and he said that he'd make sure that they got in the mansion safe and sound," Maxine said, both picking up her bags off the ground and taking Jan's.

"How'd you do that? Threaten the guy?" Jan asked as the two went to the taxi.

Maxine laughed and said, "Depends on what you think I threatened to do to him."

"To kill him?" Jan asked suspiciously, wondering what else Maxine would have in mind.

"Well, then no, I didn't threaten to kill the guy," replied Maxine, putting the bags in the back of the cab.

"Then what did you do?" asked Jan.

"I'm sorry, but I'm not at liberty to discuss SHIELD negotiation techniques," said Maxine jokingly.

"I hope it nothing illegal, or we'll be hearing from their union," Jan replied.

The two young women headed up the street; Jan leading the way as Maxine followed. They were discussing where'd they stop for lunch.

"There's this great French place that I like a few blocks down," Jan said.

Maxine grimaced and said, "I don't like snails."

"What?" Jan asked, genuinely confused.

"Don't French people eat snails?" Maxine asked.

"Maxine, they just don't eat escargot." Jan said, rolling her eyes.

"Still, there's always the fact that there are live snails in the kitchen where my food is being prepared," Maxine said, "You don't know if they got in your food or on your plate or something. It's very grody when you think about it."

"Great, thanks Maxine, you have ruined that restaurant for me," Jan said sarcastically. "And 'grody'? Really? "

"Yeah, I know, I'm old school," said Maxine. Her stomach growled. She asked, "Ok, so where are we going to eat?"

"You ate a pretty late breakfast. I'm still surprised that you're hungry already," said Jan.

"It's probably because I have an uber high metabolism, which is probably because I'm a freaking super soldier!" said Maxine pointing at herself.

"Chill out, Maxine, it's not like I forgot," said Jan. "And speaking of super soldiers: you like him, don't you?"

"Pfft. I have no idea what you're talking about," Maxine said.

"Come on Maxine. You like Steve, and you know it," said Jan, "Why else would you let only him call you Max?"

"Maybe the guy just likes to give people nicknames," said Maxine. Looking up and down the street, she asked "Where are we going again?"

"Maxine, you don't let me call you Max. Steve doesn't do nicknames, at least not for girls. It took me weeks just to get the man to call me Janet!" Jan exclaimed.

"Maybe Steve thinks that I wouldn't mind it because I'm a soldier, too," said Maxine, "Seriously where are we going to eat?"

"Why are you avoiding the question?" asked Jan, getting a little frustrated by her new friend's evasiveness.

"'Avoiding the question'? You're the one not telling me where we're going for lunch!" said Maxine in feigned frustration.

"Is that all you think about? When and where you're going to eat?" Jan asked.

"When I'm hungry, yes," Maxine said, glaring down at her stomach as it growled again.

Jan sighed, "Fine. I'll tell you where we're going to eat if you tell me if you like him. Deal?"

"Deal," said Maxine and sighed. "Steve's a great guy, but I've only known him for what, all of forty-eight hours? I'm not falling for a guy that I just met."

"So that's a yes, then?" asked Jan.

Maxine shook her head and said, "I answered your question, now you answer mine."

"Fine, fine," Jan said, "I think we should go to-"

Suddenly a fire truck raced past, with an ambulance right behind it, interrupting Jan. Both the emergency vehicles had their sirens blaring. The young women looked at each other.

"You thinking what I'm thinking?" asked Jan.

"Already ahead of you," Maxine replied, zipping up her jacket before taking off down the street.

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><p>Valkyrie raced down the crowded side walk, shoving people out of her way. One several occasions she almost ran into pedestrians talking on their phones. She had no time to apologize since she was trying to keep the fire truck in sight. Another roared down the street, flashing its lights.<p>

"You're gonna have to be faster than that if you want to keep up!" Wasp said teasingly, as she flew ahead of her.

Valkyrie was impressed that her friend had managed to both change quickly and overtake her. She had had a very nice head start, only having to zip her jacket to look close enough to her costume and then sprinting down a few blocks.

She noticed a man getting off his motorcycle. She ran up to him. As he was taking off his helmet, she grabbed it from his hands and put it on.

"Hey! What the hell do you think you're doing?" the guy exclaimed.

She pushed him away from the bike and said, "Borrowing this, come by the Avengers' Mansion and I'll pay you back later." Then she rode off.

Valkyrie swerved between cars, going well over the speed limit. Deciding that the road was too congested, she started driving on the sidewalk. People scrambled to get out of her way. She heard a police siren behind her. Looking into the rearview mirror, she saw the police car following closely behind on the road. She sped up a little.

She saw why the emergency vehicle had been sent out. An apartment building was engulfed in fire, smoke coming out of the windows; and though the firefighters were desperately trying to put it out, the fire threatened to spread to the surrounding buildings. There was a news crew standing by, catching everything on film. Wasp was flying out of one of the windows, holding an elderly woman by the back of her shirt, taking her to safety.

"Please! Please, sir! You have to help Megan! My little girl, she's stuck in there! We live on the thirteenth floor! Please you _have_ to get her out!" A woman yelled at a firefighter, hysterical.

"We'll have your daughter out ASAP. We're just waiting on the ladder." The fireman said calmly.

Valkyrie jumped off of the motorcycle, and threw off the helmet. She sprinted into the burning building, ignoring the yells coming from the fireman to not go in.

The heat from the fire was excruciatingly hot and the light from the fire hurt Valkyrie's eyes, causing her to squint. Pulling her jacket collar close to her mouth, she sprinted through the lobby to the staircase. Kicking open the door, Valkyrie sprinted up the stairs, careful to notice how much fire damage they were taking. She figured she'd have enough time to get the kid and go.

Reaching the thirteenth floor, she once again kicked in the door. The fire wasn't as bad on this floor than it had been in the lobby, but the smoke was worse.

"Megan!" Valkyrie yelled. Odds were the girl couldn't hear her; the place was too damn big. She started to kick in doors and quickly search the apartments. "Megan!"

"Valkyrie!" A voice cried out to her. Spinning around, she saw Wasp. "We got to get out of here; before the building collapse!"

"Help me find the kid!" she yelled back. "You take the east side, I'll take the west! Yell if you find anything!" Without waiting for a response, she took off down the hall.

Valkyrie ran from another room, yet again no kid. She was running out of rooms and time. She was really worried that the kid might have already passed out from smoke inhalation already, or worse.

She kicked in another door. "Megan!" she yelled as she quickly scanned the first room. Nothing. Going into the next room she yelled again, "Megan!" There was a faint coughing sound.

Valkyrie doubled the pace of her searching. "Megan, sweetie, you have to come out!" she yelled, trying to coax the girl out of her hiding spot. The coughing grew louder. Valkyrie threw open the closet door, tying not to scream as the doorknob burned her hand, afraid that it would scare the girl.

Sitting on the closet floor was a small girl holding a doll. The girl was around four years old. She looked up to Valkyrie with frightened eyes.

"Megan, we need to get you out of here. You're mommy's waiting for you outside; she sent me in here to get you," Valkyrie said as she took off her jacket. Stooping down, she placed it around Megan, and then picked her up. "We just need to get my friend Wasp, and then we'll get you out of her."

Valkyrie carried the child swiftly out of the apartment. Once in the hall she yelled, "Wasp! I got her! Let's Go!" She ran down the hall a little farther, repeating what she yelled.

"Great! Let's get out of here!" Wasp yelled as she flew towards them.

Valkyrie nodded and headed for the stairs. She walked through the broken doors, feeling the heat intensify. What she had feared that would have happened had; the stairs were already manly ablaze.

"We're going to need another way out!" she yelled to Wasp.

"There's always my way," Wasp replied, "Follow me!"

She followed Wasp to a window that faced the street. Holding Megan tighter, Valkyrie kicked the glass, watching it shatter to the ground below.

Wasp grabbed the back of Valkyrie's shirt, and told her, "It's now or never."

Valkyrie nodded, pressing Megan closer to herself. She took a deep breath in and jumped. There was no feeling of falling as Wasp slowed them down to a gentle glided down. Landing away from the fire, towards the crowd of firefighters, Wasp let go of Valkyrie.

The firemen quickly had the fire back under their control, and soon it was out.

Valkyrie held the girl until her mother ran up to her. The mother was in tears as she took her daughter, embracing the child, she said, "Oh thank Jesus, you're alright! I was so worried!" The woman looked and Valkyrie and Wasp, "Thank you, thank you both. I don't know what I would've done if I lost her."

"It's not me you should be thanking, but Valkyrie. If it wasn't for her, I don't think things would've ended so well," Wasp said, nudging Valkyrie in the elbow.

Valkyrie wanted to criticize the woman for not looking out for her child. For letting her child hide in a closet while she ran out of the building. She wanted to, but she didn't. Instead she said, "It's nothing ma'am, I'm just trying to do my part as an Avenger."

The woman nodded slowly, taking her daughter over to the paramedics. Valkyrie quickly put her jacket back on as she saw the reported coming their way.

"Looks like lunch will have to wait a little longer," she said, as her stomach growled.

Jan laughed at this and once again playfully nudged Valkyrie's elbow.

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><p><strong>So, that's the end of this chapter. You got to see a little Wasp and Valkyrie bonding and them saving the day. I hope you enjoyed it. I will update as soon as I can. I'm not going to say read and review, because if you've already read this so I'll just ask for you to review.<strong>

** I love to here your thoughts about the story and Max, so, please review.**

**Thank you,**

**The Sterling Raven**


	11. Chapter 11

**For disclaimer, refer to previous chapters.**

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><p>"<em>In other news, an apartment fire broke out near Central Park. While no one was hurt, officials say things could have been a lot worse hadn't Avengers, Wasp and Valkyrie, stepped in. After they arrived to the location of the fire, the two super heroines quickly went to work pulling civilians from the burning building. The pair went to great lengths and showed amazing amounts of teamwork when it came to saving a local girl. After saving the girl, Valkyrie was almost arrested by a local policeman. We have both footage from the incident and a very brief interview with the heroines. Some of the following has strong language," said the newscaster, a video of Valkyrie and Wasp replaced his image.<em>

_The camera was looking upward at Valkyrie, holding a little girl, standing in a windowsill. Looking over her shoulder, Valkyrie nodded to someone unseen. As Valkyrie jumped from the window there were sounds of people gasping and one woman screamed. Before they fell too far though, they started to levitate and began flying gently down. The camera zoomed in on them to reveal Wasp hold the back of Valkyrie's shirt. When they landed, a woman ran up to them, taking the child. _

"_A daring rescue has just take place right before our eyes," said the reporter as she motioned to the camera crew, "Let's see if we can get a word with the rescuers." The approached the women. "Valkyrie, Wasp, can you spare a few minutes for an interview?"_

_The two exchanged a look, to which Valkyrie shrugged. Wasp said, "Alright, but if you could keep this on the shorter side that would be good. Valkyrie skipped lunch and needs to eat soon. Trust me; you don't want to see her when she's hungry."_

"_It's not pretty," Valkyrie said and then, as if on cue, her stomach growled. _

_The reporter laughed and said, "Well, then, we won't be that long. We just have a few quick questions."_

"_Shoot," said Valkyrie._

"_First off, the two of you quickly responded to the fire. Were you in the area at the time?" asked the reporter, pointing her microphone at them._

"_Yes we were in the area at the time," replied Valkyrie, getting the microphone shoved towards her face._

"_In that case, can you tell us what you were doing?" asked the reported. _

_Valkyrie looked at Wasp and asked, "Should I tell them?"_

"_I don't think it'll hurt anything," said Wasp, shrugging. The reporter waved her microphone from one heroine to the other during this exchange._

"_We were shopping," said Valkyrie looking back at the reporter._

"_Shopping?" asked the reporter dubiously; as if she was uncertain of what she had just heard. "You were shopping instead of patrolling the city or something like that?"_

"_Yup, that's pretty much it," said Wasp, getting the microphone shoved at her face._

"_Seriously, heroes need a break every now and then," Valkyrie said, "We just saved the U.N. from Hydra yesterday, so today seemed like a good day off. We went shopping, which helps the economy, so I don't see what the problem is. It's not like we were doing anything illegal. Quit shoving that damn microphone in my face."_

"_Speaking of illegal," said Wasp nudging Valkyrie in the arm, nodding behind them. Valkyrie turned around. The camera followed their gaze. _

_An older police officer was walking up to them. "Valkyrie, I need to have a word with you," he said as he approached._

"_Well, officer, I'm all ears," Valkyrie said smiling. _

"_After the chase you gave me earlier, I should be putting handcuffs on you," said the police officer, glaring at Valkyrie._

"_Chase! What chase?" asked a shocked Wasp, "What was Valkyrie even riding?"_

"_That motorcycle," said Valkyrie, pointing to a black motorcycle. _

"_That, stolen two thousand and three Harley Davidson Sportster," corrected the police officer. _

"_Well I don't exactly see how the make and model of the bike makes any difference," said Valkyrie._

"_Stolen! Val!" yelled Wasp, glaring at her friend._

"_What? It was an emergency and I needed to get here ASAP! Besides, I promised the guy that if he swung by the mansion later I'd pay him back," said Valkyrie._

"_Great. You know how much the guys will just love to hear that you got arrested on only your second day of being an Avenger. It really makes you look like a hero," said Wasp sarcastically, still glaring at Valkyrie. _

"_Hey! Don't start any of that crap with me! It was an emergency! I can't fly, so I did what I had to do to get here quickly. If I hadn't gotten here when I did, that little girl might not be alive now, cause it sure as hell seems that you were preoccupied saving Grandma over there to give a damn about the kid, Pixie!" Valkyrie yelled at Wasp. "And if stealing a bike to save a life makes me a criminal, then lock me away!" as she said this she turned to the police officer and stuck her arms out, as if ready for handcuffs._

"_I am not arresting you, yet. Unless the two of you keep this up, then I'll arrest both of you for disorderly conduct," threatened the officer. _

_Valkyrie's arms went down to her sides. She looked confused and said, "Let me get this straight. You're not arresting me?"_

"_That's right. I probably wouldn't have even chased you if your costume was more recognizable," he said in reply. _

_Valkyrie gave him a dubious look, which turned into a frown. "You don't care that I stole the bike?" she asked._

"_The man said whether I got it back or not he was still going to the Avengers' Mansion for full damages that would cover the cost of a new bike," he said._

_Valkyrie nodded, saying slowly, "And you're letting me off scot free, because I'm a costumed hero?"_

"_That's right, miss,"_

_Valkyrie nodded again. Turning to the camera, she gave a sly grin and said, "And on that bombshell, I'm out of here." Walking passed Wasp, she said, "See ya back at the mansion, Pixie." She walked to the motorcycle, put on the helmet, and sped off._

Steve turned off the television, shaking his head. _No wonder those two came back so angry_, he thought. When Max had come home, she slammed the door so loudly that he had heard it from the lounge and then she yelled at JARVIS when he greeted her. He had walked into the hall to see if she was alright, only to be told to 'go to hell.' She took her bags that had been left in the foyer, and headed to her room.

Janet's return was better. She hadn't yelled or slammed the door. She hadn't stormed off to her room. When he had asked her what was wrong with Max, though, she answered that she was a crazy bitch, and quietly left the room.

Getting up from the couch, Steve decided that he'd go talk to Max about what had happened. "JARVIS, do you know where Max is?"

"Ms. Valkyrie is in the training room, sir. Would you like me to inform her that you wish to see her?" JARVIS asked.

"No thanks, JARVIS," Steve said, leaving the lounge.

Max confused him. She was immature, talkative, and relaxed, like how she was around the team yesterday. She taunted people, when she fought, and was too proud for her own good. She could become insulted or annoyed easily when she was criticized, but only from some people, and would insult them back. She became quiet and resolved when asked about her past, only giving vague answers, like 'this and that,' and seemed to want to avoid the subject altogether. But then when she was with him, and only him, she seemed like a more mature, gentler version of herself; for example, she was still talkative, but not in an insulting way.

Steve was only sure of two things when it came to Max. One was that it was going to take him a long time to understand the beautiful young woman. The other was that this talk wouldn't be easy on either of them.

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><p><strong>There's the end of that chapter. I hope you liked it. Please review, any reviews are welcome, and, like I've said before, I love to hear about what you guys think about the story and Max. <strong>

**Thank you for your time.**

**PS: I don't own either the motorcycle (cause Max stole it), or 'On that bombshell.' The latter of which is from Top Gear.**


	12. Chapter 12

**I don't own Avengers: Earth's Mightiest Heroes. I only own Max, if you want to borrow her, ask first. **

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><p>Maxine turned down another corner, missiles hot on her heels. A concrete wall was rising from the floor. She climbed it quickly and dropped to the other side, landing in a crouch. She waited to hear the missiles explode behind the wall, then stood up and proceeded forwards. A head of her, another turret popped up, and began shooting. Maxine unpinned a grenade, which was courtesy of Tony's armory, at it. She watched it explode then threw another just for the hell of it.<p>

_Damn, it feels good to be destructive, _Maxine thought. Tony had told her that the room was self-repairing, so she'd had a field day taking out her anger on it. _God, what a long day_, she thought. Starting a high-speed chase with the police, fighting with Jan in front of a news crew, that would definitely go on YouTube in no time flat, and then having the guy that she'd borrowed the motorcycle come to the mansion acting like a total ass, threatening to sue unless he got his money right at that moment. It probably hadn't been a good idea for Maxine to tell him to take a chill pill. And now she was pretty sure JARVIS was trying to kill her via training room. Probably for what she had yelled at him earlier, she'd want to kill someone to if they had told her to go perform reproductive activities with a sheep, except that wasn't how she phrased it.

She had known that the training room wasn't like a normal gym, Tony had said so much the other day, as well as that it had ten different levels. She had expected it to be difficult, but not like this. She was fine with the various obstacles popping out of nowhere where fine by her, but not with the getting shot at. Seriously, Tony should have warned her about that.

"Exercise complete," stated JARVIS. The walls of the maze lowered, giving the training room its normal appearance.

Maxine sighed and sunk to the floor. She lied down, resting her head on her arms. What happened after the fire was probably all over the internet by now, and, depending on the time, the news. She wondered how the guys would respond when they saw it. She doubted that they'd throw her off the team, seeing how they already put up with the Hulk. Then again, Maxine didn't know if Jan would twist the situation, making the whole thing look like her fault. She glared at the ceiling at the thought of Jan. _God damn Pixie, probably paid Pym for her powers, _she thought angrily. For the time being, she really didn't want to deal with any of the Avengers, least of all Jan; or, for that matter, Steve. It was really stupid of her to yell at him, he hadn't deserved it. He had just been in the wrong place at the wrong time with a rather pissed off Maxine. She had no idea how she'd make amends with him on that.

Maxine didn't move as she heard someone entering the room. She ignored the footsteps that were approaching her, not planning on moving until whoever it was spoke up.

"When JARVIS told me that you were in the training room, I hadn't been expecting to find you napping," said Steve.

_Speak of the devil and he shall come, _Maxine thought. "I wasn't napping," she said, sitting up, "You just missed some serious ass kicking." _Unfortunately for me, it was my own ass getting kicked, _she thought.

He shook his head disapprovingly and said, "In my day, we didn't curse in every other sentence."

"Maybe my generation just uses it as a type of stress relief," Maxine said. She patted the ground next to her, saying, "Pull up some floor and sit down. I don't like to be talked down to." Maxine was semi-surprised when he actually did sit down.

He looked at her and said, "Max, there's a lot that I don't understand about your generation." It sounded to her that he meant something other than what he said. "For instance; in my day, only children threw temper tantrums when they got in trouble, while your generation seems to find it perfectly acceptable for a fully grown woman to."

Maxine face-palmed and groaned, not expecting to have this brought up so soon. "So you saw that?" she asked.

"I did," he said, "and I wanted to talk to you about it."

"Let me guess, you wanted to tell me what a good job I did saving that kid?" Maxine asked hopefully, knowing all too well that it was a long shot. A very, very long shot. More like a misfire.

"No Max," he said with a sigh, "I wanted to tell you that I'm disappointed in you; not only for breaking the law, but for fighting with Janet, as well. She was right, and you blew the entire thing out of proportion."

"_I_ blew it out of proportion?" Maxine yelled, hopping up. "She was the one that started it! Seriously! I only stole that bike to make sure that no one was in trouble. Jan can fly! She doesn't need to worry about how she's gonna get somewhere in an emergency. Besides, I paid that man back!"

"It being an emergency doesn't make it right," Steve said calmly, standing up. "Janet was right when she said that breaking the law doesn't make you a hero."

"She didn't say that," Maxine said, "She sarcastically commented on how getting arrested makes me look like a hero."

"Max, it doesn't matter how she said it, it means the same thing," he said, "You're on a team now, and what you say and do also reflects upon the team."

"So since I looked like a bitch on national television, the rest of you all will too?" asked Maxine angrily.

"Has that been the only thing that you've been thinking of since it happened? About yourself?" Steve asked seriously. "What about the people who don't have a home anymore?"

"I _have_ thought about them. I've also thought about the mother who could've lost her little girl, and the little girl herself," Maxine said, looking down. She was starting to lose ground in this argument.

"Then what about the police officer who chose not to arrest you? The man put his career on the line for you, and you thank him by acting like his is an idiot on the news." Steve said.

Maxine looked at him confused, and then said, "How the hell did I make the man look like an idiot?"

"When you questioned him about his choice of letting you go." He said, "You've acting like an immature child, it's time you grow up and take some responsibility for your actions, soldier."

"Take responsibility for my actions? I already paid that guy back, what else do you have in mind?" Maxine asked.

"I want you to apologize to Janet," Steve said.

Maxine ran her hand through her bangs. She really didn't want Steve to think of her as an immature child. Yet she didn't want to apologize to Jan either. She turned around and walked to the door.

"Where are you going?" asked Steve from behind her.

Without turning her head, she answered, "I'm going to apologize to Jan, where did you think I was going?" Not waiting for an answer, Maxine stormed down the hall.

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><p><strong>End of Chapter. The next chapter you'll see a softer side of Max, and she's not gonna be half as immature. Thank you for reading, and please review.<strong>


	13. Chapter 13

**Blah Blah Blah Disclaimer blah blah blah I only own Max blah blah blah Avengers:EMH is not mine.**

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><p>Maxine stalked through the halls of the mansion, glaring straight ahead. She didn't like to apologize for anything. She blamed this on her mother, who never told her as a child that using the line, "Never apologize, it's a sign of weakness," from <em>She Wore a Yellow Ribbon<em>, as a personal motto wasn't a good thing_. _ There she was, blaming someone else for her actions. She sighed and stopped glaring. _Steve was right, I do act like a stupid brat, _Maxine thought.

Maxine had no idea of what she'd say. A straight forward sorry would seem like she was forced into doing it, and, though she had been, she didn't want Jan to see it that way. Goofing off and trying to be funny would also probably come off the wrong way too, like she didn't take it seriously or like she didn't really care. She was just going to wing it and hope that she didn't come off like a complete bitch.

_Well, here goes nothing,_ Maxine thought, as she walked up and knocked on Jan's bedroom door. She heard Jan call out, "Just a minute," and a few moments later the door opened.

"Oh, hey Maxine," said Jan calmly. Maxine was shocked by this. It wasn't 'What the hell do you want?' no angry, 'Why are you here?' or 'If you're just here to act like a bitch, leave,' all of which Maxine had used in the past and had expected that Jan might use as well. There hadn't even been any animosity in Jan's voice and she didn't sound accusing or angry. She made it sound like they didn't have a fight earlier that day on live TV and that everything was alright.

_Maybe she just doesn't hold grudges,_ Maxine thought. "Hey Jan," she said, still stuck on how to apologize.

Looking as though she had expected a better response, Jan asked, "What's up?"

"Oh, you know nothing much. I just want to…" Maxine paused looking at the floor for a moment; God, was she no good at this. "I just wanted to tell you that I'm—I'm sorry for early. You were right, about the motorcycle, about the guys, about everything." She was quickly regaining her composer and looked back at Jan. "I got defensive and acted like a stupid little brat. I wasn't thinking about the consequences for my actions when I stole that bike, and I really_, really_ should have known better. Or, at least, I should've been ready to explain myself to both you and that policeman in a more mature adult fashion. I'm sorry if you feel like I embarrassed you on national television, it won't happen again. I will never go on an interview again, so help me God."

"Wow, Maxine, I didn't peg you as the kind to apologize, but anyway, apology accepted," said Jan.

"Well, you're kind of right about that. I normally don't apologize, but this is a totally different set of circumstances," said Maxine.

Jan looked at her skeptically and said, "What do you mean? Did one of the guys tell you to apologize?"

"Maybe one of them did have a little influence over my apology," said Maxine, "Which, after an argument, I came to believe that he was completely right and that I was wrong on all accounts."

"Well then, who was it?" asked Jan. She then took it back and asked, "It was Steve, wasn't it?"

Maxine nodded sheepishly, eyes on the ground.

"Boy, you're really falling for him pretty hard, aren't you?" Jan asked teasingly, grinning.

Maxine looked back up at her. "No. I just value his opinion of me, and that it wouldn't look very good if I had continued to act like a bitch and not apologize," said Maxine, slightly annoyed. "Besides, like I've said before, I've only known him for a couple of days. Plus he's old enough to be my great-grandfather."

"Yeah, but he does look really good for someone in their nineties," said Jan. When Maxine didn't comment on this Jan continued, "Even if you don't like him like that, I think he likes you."

"How the hell do you come up with something as stupid as that?" asked Maxine.

"It's not stupid," said Jan, "I know Steve. He doesn't call women by nicknames, let alone gives them to us. Except for you, 'Max'. You seem to have your own little category with him, or at least it looks like that to me. He seems more relaxed around you than he was around me when we first met, or, as a matter of fact, the rest of the team. Don't brush this off as him acting like this to you because you're a soldier, too. Seriously, Maxine, I think he likes you."

"No, he wouldn't," said Maxine dismissively, hoping that Jan would drop it. "Or not now, at least, after I've fought with him over something so stupid."

"About that, what are you going to do to make it up to him?" asked Jan.

"I don't know," said Maxine, looking at her feet.

"You don't know? Come on, Max, you're killing me," Jan said in feigned distress.

Maxine raised an eyebrow at the 'Max,' then shrugged it off. Having the others call her that might be better than letting just Steve to. "You want me to apologize, don't you?" asked Maxine, already knowing the answer.

"The answer to that is a big fat duh," said Jan, "If he argued with you over apologizing it me then he's probably waiting for one from you."

"You're probably right. No sense in getting in a fight about _this,_" said Maxine, "Well, I'll be seeing ya."

She turned and started to walk down the hall. Behind her, Jan called out, "It's ok, Max. Steve will understand."

Maxine gave her a thumbs up and continued walking.

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><p>Jan sat back down on her bed, watching TV. Before Max had stopped by, Jan had been watching the news, just to see how bad the two of them looked. After the video of the interview was aired, the newscasters commented on Max's behavior and lack of respect for authority, saying that she was a bad role model for children. Jan had changed the channel shortly after that, feeling that her friend probably wouldn't make a public apology for her actions.<p>

There was another knock on the door. For a moment Jan thought that it was Max, here to say that she couldn't do it. Answering the door, Jan was surprised to see that it was actually Steve.

"Hey Steve, what's up?" asked Jan lightly.

"Hello Janet. I just stopped by to make sure if Max was here earlier," said Steve causally.

"Yeah, Max was here. She apologized for earlier too," she said, "You know, I was pretty surprised that she'd do that. I mean, she doesn't seem like the type of person who would apologize unless someone told them to."

"I might have mentioned it to her," Steve said, "Though, that she's actually done it tells me that she's not as set in her ways as she first seemed to be."

"She's an alright girl after you spend a little time with her," she said, carefully not adding _'As long as you don't get her mad.'_ "She is a pretty girl, too." Jan said, trying to see how Steve felt about Max. Jan had always been a bit of a romantic. Maybe it was just their matching costumes, but Jan could see Max and Steve as a good couple, so she was trying to see how they felt about each other. To her it was quite clear that Max, although she didn't want to say so, liked Steve. Now she was just making sure what she had said to Max earlier was correct.

Steve face colored a little. "She is an attractive young woman," he said slowly.

Jan didn't think asking out right if he liked Max would work on him as it had on her. The way Max had quickly rejected both her having feelings towards Steve and the possibility of him having feelings for her told Jan that her hunch was right. Jan found out earlier that day that Max liked to have a certain amount of privacy when it came to her personal life. With Steve, on the other hand, Jan thought that asking his opinion, and stating her own, on certain traits that Max had would be the best way to find out.

"You know, underneath her immature demeanor, Max is a really caring person," said Jan. Alright, that had been a shot in the dark, but worth a try.

"I'd assume that's why she joined SHIELD in the first place. She wants to help people, because she cares about them," he said.

"She also seems to be starting to care for the team. Certain members of the team, in particular," Jan said, hoping that she wasn't giving too much away.

"Well, Janet, that's a good thing," he said, "It's better if she trust some of us more than others than if she trusted none of us at all. We don't need her to be like Clint."

Jan nodded, then a thought dawned on her. If Steve was here, then he probably hadn't gotten a chance to talk to Max yet. "Um, Steve? Have you seen Max since earlier?" she asked.

"No, not yet. Why? Is something wrong?" he asked, sounding concerned.

"Nothing's wrong. It's just that after Max was done apologizing to me, she went to go look for you. I think she wants to talk to you," she said, "I think she went by your room to see if you were there."

Steve nodded. "Thank you for telling me. Now, if you don't mind, I think I'll go see what this is all about," he said, then walked away.

Jan sighed. She hoped those two would make up. She went back into her room. She'd just have to wait for Max to tell her how it went in the morning.

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><p>Walking to his room, Steve contemplated what Janet had said. She had been hinting at Max being attracted to him. To him, Max didn't seem like the type of woman who easily fell head over heels for a man, then again, he really didn't know her. Maybe that was what all women did nowadays. But it also seemed like Janet was trying to see how he felt about Max. He did find Max attractive, but, as the old saying goes, <em>Beauty is only skin deep<em>. He hardly knew anything about her, but that didn't mean that he didn't want to learn more.

To the right of his door sat Max. She had her knees pulled up to her chest, with her arms wrapped around them and her head bowed. Her black bangs had fallen onto her face. As he got closer he saw that her eyes were closed and he could hear her lightly snoring. He knelt down and brushed her bangs out of eyes. She looked peaceful in her sleep. Half of him wanted to let her sleep and just take her back to her room. The other half of him wanted to know what she had to say, thinking it might be important. He put his hand on her shoulder, and lightly shook her, saying, "Max, Max."

Her eyes opened slowly. She blinked a few times and then blushed. "Oh, hey Steve," she said, "Fancy meeting you here."

He chuckled. "Especially sense we're in front of my room," he said, standing up. He offered her a hand, and she took it. Pulling her up, he said, "Janet told me that you wanted to talk."

"Yes she's right," she said, "When did you go see Jan?"

"Shortly before I came here," he said, "I wanted to check with Jan to be sure that you actually apologized." Right after he said that Steve wanted to take it back. Maxine still was only starting to trust the team, to trust him, and he had basically said that he didn't trust her.

He hadn't realized that she had still been holding his hand until she let it go. She lowered her gaze to the floor. "Oh," she said, sounding a little hurt.

"Max, I didn't mean it like that," he said, trying to explain, "It's just that-"

"Its fine, sir, don't worry," she said, looking back up at him. The 'sir' bothered him. "I would've done the same thing if I was you." She gave him a shy smile. "I just came to tell you that I'm really sorry for earlier. Not only for the argument, but for cussing you out when I came back. You didn't deserve that. I was angry and ended up taking my anger out on you. And when it comes to the argument, throughout the whole thing, I just proved what you said about me being immature. You were right about me blowing the whole thing out of proportion with Jan, and then I did it with you."

He put his hand on her shoulder. "It's alright, Max. We all do things that we aren't proud of, and things we regret. But you can't let that stop you, or cause you to get into fights. You've just got to keep moving forward," he said.

"I guess what made me really upset was when you said that I disappointed you," she said. "Growing up, you were, well, my hero. That can be said for a lot of kids since the 1940's, too though. Who wants their hero to be disappointed in them?"

Steve felt uncomfortable with Max's mentioning that he had been her hero as a child. It reminded him of how old he was compared to her. He had been a hero to children long before she was born. He brushed this off, saying, "Like I said Max, it's alright. I forgive you. Even after everything that you did earlier, you still managed impressed me."

Max tilted her head and raised an eyebrow. "Really? What did I do?" she asked, sounding confused.

"Right after you quit SHIELD, and joined us, you said that you weren't a team player. Seeing you and Janet worked together today showed me that you're not as stuck in your ways as you lead on to be, and that you're willing to change. That is something to be admired," he said, taking his hand off her shoulder.

She smiled and said, "Thanks Steve." He was glad that she hadn't called him sir, and took this as a sign that there were no hard feelings left from earlier. Max yawned, covering her mouth. "Well, it's late and I've had a long day. If you don't mind, I think I'll go hit the hay," she said.

"That nap wasn't long enough for you?" he asked.

"Not in the least. I didn't sleep well last night," she said, "Bad dream, you know; kept me tossing and turning all night long."

He nodded. "Sometimes its best if you tell someone about your nightmares," he said, "They aren't as bad afterwards."

"I don't know about this one though," she said, "It's just a bad mistake I made in the past as a stupid kid. But like you said, I just need to keep going and not dwell on it."

"If you ever need someone to talk to, I'm here," he said.

"I know Steve," she said with a smile, "Good night."

"Good night," he said. He watched her walk down the hall until she turned down the corner, then retired to his own room.

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><p><strong>End of chapter. There, I hope none of them seemed ooc. Please review and thank you for reading.<strong>


	14. Chapter 14

**I do not own Avengers: Earth's Mightiest Heroes. **

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><p><em>It was depressing day. And the whole world seemed to agree. The sky was dark and the clouds threatened rain. The cold December wind blow through the empty tree branches and caused trash to glide down the street. The sidewalk was nearly empty, but for a few bums with nowhere to go. There was nothing to remind people that Christmas was only a week away. There were no Santas with buckets for donation to the Salvation Army, no Christmas decoration on the buildings, nor where there any Christmas carols to be heard. Then again, that was normal for this part of New York.<em>

_The atmosphere fit the day so well that Max almost found it cliché. If her life was a movie, and if God was the director, then He had definitely set the scene up perfectly for her to fake her death. She pulled her jacket closer to her, hoping that it would get rid of the cold. It's not that she wanted to do it; it was just that, as Lance had told her, faking dead gave you more freedom than running away. There was no one looking for you if you were dead. _

_God damn Lawrence Turner and his southern charm, Max thought, he was the entire reason she had agreed to this. He had been the one that introduced her into the mercenary world a year before, when Max had just turned sixteen, but that was another story. And now look where she was, about to fake her own death._

_Lance had told her how they'd do it and not to worry because his plan was foolproof. She might've said that, due to past experiences with his so called "foolproof" plans, this couldn't possibly be so: she might've, but then she'd be wrong. She had seen how much he had thought this out, even helped him with the more disgusting details. She shivered, not at the cold, but at the memory of how they had gotten a body that would be used in her place; grave robbing, no matter whether if the body was in the ground or not, was a gruesome business. _

_The whole faking her death had come up when Lance had told Max that she was ready to start making the big bucks. He had told her that a few acquaintances of his had a job lined up somewhere in the Amazon Rain Forrest and that they'd offered him a part. They'd also said that the job needed one more person, so, without waiting to hear her opinion, he had signed her up. _

_When he had told her what he was planning for them to do, Max went berserk. She had yelled at him for not asking her first, for not thinking that she wouldn't want to be in, and for thinking that she'd want to spend her life as a mercenary. She hoped that she had made her point, but somehow, in his calm southern tone, he had convinced her to agree. He had told her that that would be best, that they needed her shooting skill, that no one here cared about her, and that he did. He had said that he'd be there for her, and that he'd look out for her. He promised that he would make sure that the job wasn't too hard for her first major one, not counting all the small ones that she had done for local gangs._

_She had done everything Lance had told her to do on that last day. She hadn't acted any differently around the few friends she had, hadn't said anything that would've made them think something was wrong, and left them with only a 'See you later' and a 'Merry Christmas.' _

_Max walked into her apartment building. As she stalked, she glared at everyone she passed; a normal habit of hers. Before knocking on the door, Max put on a cheery smile. It was the same smile she used whenever she saw Mrs. Perkins, who had been like a grandmother to Max since they'd moved in three years ago. She was a petite elderly woman with snow white hair and loving brown eyes. She had never kicked anyone out of her building for missing rent and Max thought that she was an over caring person. Lying to Mrs. Perkins would be as difficult for Max as it would be for her to lie to her own grandmother would be. Then again, her grandmother was six feet under. _

_Mrs. Perkins opened the door. She smiled up at Max and said, "Merry Christmas, Maxine dear. I hope you'll come in."_

"_I can't ma'am. I'm in a bit of a rush, sorry," said Max, reaching into her pocket. She withdrew a sealed envelope. "I just came to drop off the rent for a couple of months." She handed her the envelope._

_Mrs. Perkins eyed Max peculiarly, as if knowing something was off. "Dear, don't try to tell me that your mama knows about this. I know her, and being a waitress down at Al's place doesn't pay enough to pay for several months rent."_

"_Well, maybe I got a job," said Max, wanting to end the conversation. _

"_Maxine, the day you get a job is the day I get a gun," said Mrs. Perkins. This phrase had been used, though normally in reverse, in many conversations the two had had concerning Mrs. Perkins safety. "Now, whatever you've done to get this money or whatever you're planning on doing, I want you to think about. You're just seventeen, not even fully grown, you don't need to go down the wrong path."_

"_Ma'am, I'm not in trouble, nor am I going to be," she said. She hugged the old woman. "Don't worry about me, just worry about locking the door behind you. It's a big bad world out there; not everyone is as nice as you."_

"_Maxine, you're a sweet girl. Don't ever let anyone change that; especially a man," said Mrs. Perkins._

_Max knew exactly what she was talking about and wanted no part of it. She simply smiled and said, "Merry Christmas, Mrs. P." she turned and walked away without waiting for a response._

_In her own apartment, Max's mother wasn't home; and to a certain extent, she was happy about that. She didn't want to stay too long; already she knew Lance would be waiting. _

_Max quickly wrote down a note for her mother, telling her that she was with friends and that she'd be back around midnight. She was tempted to write 'I love you,' on the bottom, but she didn't. She hadn't told her mother that she loved her for years. Of course she did feel that way, it was just that Max blamed her for everything; the move, school, her father, everything._

_Leaving the note, Max took one last look around the apartment. She couldn't bring anything with her, because Lance had said that it would seem suspicious. All she could do was hope to come back one day. She sighed and left the building through the fire escape stairway, welcoming the cold._

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><p><strong>OK, so I had originally had this as a longer chapter with the next chapter as a part of it, but for some reason it just bugged the hell out of me (maybe because its chapter 13? unlucky and evil) so I broke it into two. I'm still working on the other chapter, though. Sorry for the late-ish update, my summer vacation is almost over and I have a lot of summer work for school that I need to finish.<strong>

**I'm just going to Maxine Max from now one, FYI. Hope I don't confuse anyone. I might have her referred to as Maxine, though.**

**Thank you for reading. Please review.**


	15. Chapter 15

**I would like to say that I own A: EMH, but that would be a lie. So, I'll just say that I don't.**

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><p>"For the last time Jan, all we did was talk," Max said a little exasperated at her friends prying. The two of them were sun bathing next to the pool. Max had been trying to read when Jan had joined her, starting to ask about what happened last night between her and Steve. "Besides, Steve doesn't seem to be the type of guy to hop in bed with someone."<p>

"Just like how you seem to be the type of girl who'd rather get her teeth pulled than read," said Jan in reply. She took a sip of her lemonade then turned to face Max. Looking over her pink tinted heart shaped sun-glasses, Jan said, "Face it, Max, you shouldn't just assume what people have in mind."

"Well aren't you a hypocrite," Max said, glaring through her sun glasses at her friend. "Here you are telling me not to make assumptions about people, yet you continue to assume that Steve and I are somehow romantically involved."

Jan sighed and lied back down on her chair. Max could possibly be the hardest person to reason with: even more so than the Hulk or Maria Hill. "Max, are you always going to turn every little thing into an argument? Seriously, haven't you got into enough fights in the past, oh I don't know, three days? If you keep doing this no one will want to be around you, let alone give you the time of day."

"Who says that I want anyone around me?" Max muttered. She tried reading her book again, now glaring at the page. It was hard for her to concentrate when she was angry; and to be angry over such a stupid little thing. _God, it's like I can't learn my lesson, _Max thought, _I might as well nip this in the bud and try not to get in any fights today_. She put her book down. "I don't mean to turn things into arguments, really I don't. It's just that I'm an extremely defensive person, always have been and probably always will be. It's like I have something in my DNA that just makes me need to argue, makes me need to fight back when I feel like I've been insulted. Either that, or life just feels like I need scolded like a little kid every hour on the hour for doing something stupid; like I didn't get enough of that as a kid."

Jan opened her mouth to say something, when the stairway door opened up. Out walked Clint in a pair of purple swim trunks. "What's up Jan? Mad Max?" he asked as he took the chair on the other side of Jan.

"Mad Max? You're calling me by the title of a famous Mel Gibson movie? Wow, how original," Max said sarcastically, "Like no one's _ever_ called me that before."

"With that motorcycle thing you did yesterday and you being you in general, it fits. So shut up Road Warrior," Clint replied.

_Great, for some reason I was under the impression that Steve would've said that he'd already talked to me about that. My mistake,_ Max thought. She stood up, walked over to Clint, and crossed her arms over her chest. "What the hell is 'you being you' supposed to mean?" she asked. _To hell with not getting into any fights, _she thought.

"I'm pretty sure you belong in a mental hospital, or at least an anger management class. The Hulk has more control over his anger than you," he said, "Are you constantly PMS-ing or something?"

Max's arms fell to her side, her hands clenched into tight fists. She glared down at him, red faced not from the hot summer sun, but from sheer unadulterated anger. Max opened her mouth to cuss him out when Jan yelled at them, "Hey! You two better stop acting like a pair of twelve year olds or I'm going to get the Hulk to smash both of you."

"Yes _mom,_" Clint said.

"At least I can shoot," Max muttered as she walked away. She hoped that Clint had heard this and that it would strike a chord. She was not disappointed.

"What was that?" Clint asked annoyed.

Max stopped and looked back, giving him a small smirk she said, "You heard me. Compared to me, you couldn't hit the broad side of a barn with you aiming. Hmmm, maybe that's why I was chosen for the super soldier project and you weren't. Hell, you weren't even told about it."

He jumped out of his chair. "You want to go, O'Sullivan?" he yelled, glaring at her. "Just because you were some top secret experiment doesn't give you the right to act all high and mighty. To SHEILD you were just a grunt like any other agent, no matter what type of special treatment you got."

Max walked back to her chair and picked up her book. "I think this is just your jealousy of my status at SHEILD talking. I think you liked thinking that you were one of the big dogs in black ops, but you seriously had no idea about half the things that SHEILD was doing. But do you know who did know? Both Maria Hill and Bobbi Morse." She turned to face Jan, "Talk to you later pixie."

With that Max left the roof top pool, and went back down stairs.

"Nice going Clint," said Jan, taking a sip of her lemonade.

"What? She was the one acting like a bitch," he said in reply, putting his hands behind his head.

"For once, I agree with her acting like that though," she said, "If I was her, I would've probably acted that way too."

"Why's that?" Clint said lazily, trying to relax.

"Because, it i_s_ that time of the month for her," Jan said with a little chuckle.

Clint's face flushed and the only thing he could say was, "oh."

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><p><strong>Sorry for the late update. School started a week ago, so I've been busy with scholarly things. As if. Don't worry, the next chapter will (hopefully) be up sooner, and it'll be the beginning of episode 20, <em>The Casket of Ancient Winters. <em>That should be fun.**

**I hope you've enjoyed this chapter. Reviews are awesome (hint hint, nudge nudge, wink wink)**

**Thank you,**

**The Sterling Raven**


	16. Chapter 16

**I don't own Avengers: Earth's Mightiest Heroes...or Harry Potter...or climate change...or anything else you might ****recognize...**

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><p>"Pardon the interruption, Ms. O'Sullivan," JARVIS began, cutting off the music blaring in Max's room, "but there is-"<p>

Max impatiently shushed the electronic voice. Since she had retreated from the pool and back into her room, she had yet to put the book down and was nearly finished with it. What Jan had said about how Max didn't look like someone who enjoyed a good book would've been true a few years ago. Now she had a deep appreciation for literature; which she thanked SHEILD for. Due to budget cuts that forced her cable T.V. to be dropped, Max had found that she had been reading more during the sparse amount of free time she had. "I'm almost at the part where Snape dies," Max said, hoping that the robot house would shut up about whatever it had to tell her.

"Ms. O'Sullivan, I beg your pardon, but there is trouble at Stark Tower," JARVIS said in as urgent a tone his slightly monotone voice could possibly have.

"What kind of trouble?" she asked, not looking up from the book. _It's probably nothing serious_, she thought. From the tabloids she had read to everything on the news she'd watched, if there was one thing she had figured out about Tony Stark, was that he liked to exaggerate. _It's probably just a leak in the plumbing or something like that_. _No reason for me to get all excited about it, drive halfway across the city, and lose my page about. _

"It's under attack, ma'am, _right now_," _Damn, _she thought, closing the book.

"Is Tony there?" she asked. A little violence would be good for her right about now. Like Granny O'Sullivan always said, violence can be the best painkiller.

"Yes, as are both Thor and Black Panther," JARVIS replied.

Standing from her seat by the window she said, "I'll be there in ten."

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><p>The garage wasn't anything special; at least not in Captain America's opinion. Cars, only a few of which could he recognize the make and model of, were parked in rows with the front of the vehicles faced toward the center of the side building of the mansion. The building smelled faintly of rubber and gasoline. A few skid marks marred the otherwise plain concrete floor. Parked near the back of the garage was his motorcycle, with his helmet hanging on the handle bar. Next to it was Valkyrie's.<p>

Valkyrie; JARVIS had said that she would be meeting him down here shortly. Then the pair of them would head to Stark Tower as backup. Even if whatever Iron Man was dealing with was only a level two threat, it was always good to be prepared.

Cap heard the automatic doors open with their usual 'swoosh' followed by a muffled, "God damn it." He turned and, once seeing Valkyrie, he wasn't able to decide if he should laugh or be worried. She hobbled on one foot while she was trying to pull her boot on the other. She nearly fell onto the hood of a car next to her as she tied the bootlaces. When she managed to put the boot on she wheeled around and kicked the car next to her growling, "Oh, you mother fu-"

"Valkyrie, is everything alright?" Cap interrupted, having had enough of her vulgar language. The woman swore like a sailor.

Her head whipped around so fast that it almost made his neck hurt. An embarrassed flush of red covered her cheeks as she realized that she hadn't been alone. "Everything's just peachy, Cap," she said as she walked towards him.

He watched she hopped onto her motorcycle. She took the helmet off of the handle bars and placed it onto her lap. She drummed her fingers on the helmet and looked over at him with a quizzical expression, asking, "Shouldn't you be in a bit more of a hurry? You know, 'cause Tony called and all that jazz."

He shrugged as he sat down on his bike. "It's only a threat level two, nothing that Ironman, Thor, and Black Panther can't handle. I'm just going in case they need back up," he said.

"Wait, level two isn't extremely dangerous?" she asked with a hint of surprise in her tone.

"Not in the least, why would you think it was?" he asked, raising a brow. He put on his helmet.

"I thought the lower the level the higher the threat. Like golf scores. Except there's nothing threatening about a low score in golf unless that's the person you're playing-you know what? Forget that I ever said anything about it," she said and then muttered, "Now don't I feel stupid." She put on her helmet and started her motorcycle.

He followed her lead and started his bike as well. The garage door opened and he drove out, leading the way.

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><p>Valkyrie hated looking like an idiot at any given point. She especially hated looking like an idiot in front of people she liked and respected. She especially hated looking like an idiot in front of people and respected that also happened to be very attractive super-soldiers from the nineteen forties. Though now there was nothing she could do for her little dumb blonde moment back there. <em>If a non-blonde could even call it that, <em>she thought.

She followed closely behind Cap as he turned down a back alley. She might not be that familiar with the shortcuts to Stark Tower, but she was pretty sure that this wasn't one of them. Thrash spilled onto the pavement from the two large dumpsters that lined one of the walls, there was a fence that separated the alley in half, and an emergency ladder hung down above them. Cap came to a complete stop in the alley way between two massive apartment buildings and she followed in suit. He stood up off his motorcycle and walked over to her. "Change in plans, Valkyrie. Ironman just contacted me saying that they've taken Radioactive Man down and that we're not needed," he said.

She took off her helmet. She was all too happy to take it off. The damn thing smelled like something had died in it. "How'd he get a hold of you? My I.D. card didn't go off," she said, tilting her head.

He said, "Tony fixed my helmet so that I could also use it to communicate with the team while I'm driving."

"Hands free communication, nifty," she said as she stood up. Valkyrie then glanced down at her own helmet, "I wonder if he'll do that for me too."

"I'm sure he will," Cap said.

"Is it too much to hope for a whole new helmet entirely? This smells like something died in it," she said, holding it up with a grimace. "Before you say anything; yes, I'm still using that dude's helmet. Not the most hygienic thing to do, but it's better than going helmet-less."

He smiled down at her, and said in agreement, "Better safe than sorry."

"So what do we do now?" she asked.

Just then a cold wind blew through the streets, making Valkyrie shiver. She pulled her jacket closer to her body as she watched the clear summer sky turn to a cloudy wintery grey. A few small snowflakes fell from the sky with ease and grace. Quickly the flurry turned into a full fledge snow storm. _Talk about climate change, _Valkyrie thought.

"We figure out what's going on," Cap answered her question.

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><p><strong>And after a long wait I finally give you a chapter. I hope you like it. Part two of Casket of Ancient Winters will be up by next Saturday at the latest. I'm very very very very very sorry about the long wait, so if you hate me for it I understand. But please, don't hate the story just because of a lazy author. I want to thank everyone who has reviewed before and might consider reviewing again. Thank you for taking the time for reading this, as well, even if you don't review it.<strong>

**Until next time,**

**The Sterling Raven. **

**(P.S. You're all awesome)**


	17. Chapter 17

**I do not own Avengers: Earth's Mightiest Heroes.**

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><p>Dark clouds swirled in the sky, threatening the Earth with more snow. The wintery mess of snow and ice covered the streets of New York, breaking any record highs of snow fall that had happened before hand. The weather's drastic change was nothing short of impossible. The once miserably hot summer day was now a winter wonderland. <em>Maybe winter wonderland isn't the best way to describe it, <em>Valkyrie thought. She had seen enough snow in her life, and didn't think she'd have to worry about the stuff until late fall. She pulled her jacket closer to her as the blistering cold wind blew around her, though it did little to block out the cold. "What the hell do you think has happened?" she asked Captain America.

"This could be the work of any number of villains," he said. The calm in his voice surprised her; he sounded like the extreme change in weather was nothing out of the ordinary. _Then again, he is kind of an old pro when it comes to saving the world and such, _she thought.

There was a sudden loud cracking sound, like something hitting a window. Valkyrie stood there gaping as she watched icy claws came out of the snow in front of them, followed by the rest of a ten foot tall snowman from hell. Without giving it too much thought, Valkyrie drew her guns and shot the creature in the head, causing it to shatter. "Bulls eye," she said. She glanced over at Cap, who was looking back at her with a blank expression. "Sorry, I forgot to think first."

"I was about to do the same thing," he said as he swung his shield off his back. He threw it with perfect aim at another one of the things came up. As his shield flew back around, he caught it with ease. More of the menacing creatures raised out of the snow. Screams came from the bottom of the hill that they were standing on. "We'd better split up and try to get these things under control. Think you can handle it up here?"

"Don't worry Cap, I've got it," she said as she shot down another creature. Captain America nodded before he took off down the hill, holding his shield in front of him. Valkyrie watched a moment more, as Cap used his shield as a sled. _That looks like fun, _she thought. Shouts for help came from her right. Valkyrie turned to see a group of people running from two of the creatures. She shot one in the head as it reached down to pick up a screaming business man, gaining the attention of the other. "Come and get me, Frosty!" she yelled. It began to charge at her, but it hadn't even crossed half the distance between them when it also ended up headless like its friend.

Valkyrie's I.D. card went off, beeping relentlessly. She pulled it out of her pocket while she ran after a group of the giant ice creatures. Iron Man appeared on the little screen and said, "Iron Man to all Avengers. We've got a beat on what's causing this. Thor, Panther and I will deal with it." The screen went blank as he cut off the transmission. _Guess that means the rest of us are just supposed to make sure the snowmen from hell don't take over the city, _she thought as she took down another creature.

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><p>A half an hour had passed since the transmission from Iron Man, but, God, did it feel much longer. The creatures popped out of the snow like daisies. Each time Valkyrie would destroy one, others would rise from the snow. She loved to fight, but not when she knew exactly what her opponent would do. The each did the same thing after they got up out of the snow, like some sort of routine that they'd all practiced. They'd terrorize a few screaming citizens, though as the fight wore on less people were in the streets, then Valkyrie would shot at one, and following that, the rest would charge at her. <em>I wish they'd at least mix it up a little, <em>she thought hopefully. She hoped that things were going as easily for Cap as they were for her.

"Somebody help!" a woman yelled. Her accent sounded familiar to Valkyrie. Valkyrie ran towards the voice. A creature held a petite woman with dirty blonde hair a few feet off the ground. Valkyrie shot the creatures wrists, causing its claws to shatter and for it to drop the woman. She shot it once more in the head before running to check on the woman. The woman laid face down in the snow, not moving a muscle, which made Valkyrie fear for the worse. As she turned her over, Valkyrie gasped from surprise. Lying in the snow was Rachel Paulson, a mercenary she had worked with before.

_No, _Valkyrie thought,_ it can't be. Rachel Paulson is in prison, along with the rest of them. _She tried to get her wits about her as she picked up the woman and carried her out of the middle of the snow covered road. _Besides, she didn't exactly stand out from the crowd when it came to looks. This woman could be anyone, and just be unfortunate enough to look like Rachel._ She placed her down. Valkyrie took a step back, turned and bolted down the street towards another group of creatures.

She had taken two of them down when suddenly they all shattered into thousands of pieces of ice. From the ruin rose dark ghostlike figures. They flew into the air, circling above her head. One flew right in front of her. She wasted no time shooting it right between its yellow eyes. The bullet went right through the ghost, not causing any effect to it in the least. Another hit her in the back, causing her to fly forward, landing face down in the snow. Valkyrie rolled around onto her back. One of the ghosts put its claw like hand onto her shoulder. The touch felt like it froze the blood in her veins. Slowly, ice crept from the hand all over her body, leaving Valkyrie frozen in place. She closed her eyes as the ice made its way up her face. _Shit, _was the last thing she thought before she blacked out.

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><p><em>The hot desert sun bore down on Max's face. It had been a year since she had left New York. She tried not to show it to the others, knowing that they'd ridicule her instead of comfort her, but she was feeling more than just a little homesick. Lance wasn't helping. He had started acting differently since that first job in the Amazon. He was more distant, less caring. He was rougher too, Max thought as she touched the red mark on her neck absentmindedly. Maybe it had been a bad idea to go with him after all, Max thought.<em>

"_What're you doing, bitch?" yelled Rachel Paulson, in her English accent. She was the only other girl in the group, which made Max try to befriend her, thinking that maybe the older woman could be like the big sister she never had. Turned out that the woman could give a damn about Max and didn't want anything to do with her, let alone be friends._

"_Nothin'," Max answered as she stood up straight, no longer leaning against the R.V. She didn't want to go back into the R.V. that had quickly become her personal Hell. Between the constant bickering of the others, the insults the others flung her way, and the occasional passes that a certain middle aged man made at her, left Max wanting to jump out of the R.V. when it was driving full speed down the highway._

"_Bishop has something he wants to say to you. Alone," Rachel said as she scowled up at Max. During times like these, Max was happy she had the height and weight advantage over the older woman. There was something intimidating about the shorter woman, the sort of intimidating feeling a person who's not all there. _

"_And I have nothing I want to say to him," she said in reply. The thought of having to talk to that old pervert by herself was terrifying. She had managed to have Lance around the last few times when she talked to him. Not that Lance did anything to stop the man's advances. _

"_It doesn't matter what you want," Rachel said, "When Bishop wants something, he gets it." The cold, distant tone in her voice made Max realize something; Rachel must also be dealing with Bishop, but not just his advances, though. For a moment Max was half tempted to comfort the older woman, maybe even try to convince her to quit and turn the others in, until Rachel grabbed her by the arm and lead her towards the R.V.'s door. "Come on." _

_During those weeks before she left her old life back in New York, Lance had promised to keep her safe. What happened to that promise? Max wondered as she followed Rachel into the R.V. Lance just seemed to stop caring about her, unless he got the sudden urge for…more intimate actions. She liked to fight her own battles, that was true, but at times she wanted someone to protect her, fight for her. She hadn't thought about ever having knight in shining armor since she was a little girl, but if she had a prince charming, it surely wasn't Lance. And she wished that whoever he was would hurry up and save her._

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><p>Warmth flooded over Valkyrie as the ice melted away. She stood up, rubbing her eyes. All traces of the winter nightmare gone. She looked towards the part of the street where she saved Rachel's doppelganger. The woman was gone. She made her way to were the woman once laid. The snow had melted away any trace of her, leaving Valkyrie to wonder who it was. <em>Come, this is ridicules, don't become a creeper because someone looked like Rachel, <em>the more rational part of her mind said, _Seriously, Rachel had that common, every-day look to her. That could've been anyone. _She really wanted to believe that, but,honestly, she couldn't.

"Valkyrie!" she turned to see Captain America walking to her. "Glad to see you're alright. Any trouble?" he asked.

"You don't look to worse for wear either," she said with a smile, "Not too much. Although now I know how a Popsicle feels." She shivered and told him about what happened, leaving out the part with the woman. As they exchanged tales they made their way back to their bikes. Driving back to the mansion, Valkyrie decided she might have to check in on the status of her ex-associates.

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><p><strong>End of chapter. Please read and review, thanks.<strong>


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